Ben 10: Heroes Generation
by ActionBoy 87
Summary: Ben Tennyson has been a hero for 3 years. He saved countless lives and fought super villains, but he's still in the process of learning how to be a true superhero. Magister Aldron Zythroe offers the 16 year old a chance to become a real superhero and become "Ultimate Ben 10". However, beforehand, Ben has to learn to work with his new team of 5 fellow teenage superheros.
1. Episode 1: The Team Unites

**DISCLAIMER: I do not own Ben 10 Characters from the series or any other characters you might be familiar with. But there are a few original characters used in the story I will claim ownership of. The events of this story takes place after the end of the "Ben 10: Ultimate Alien" series, but this time, Ben still has the Ultimatrix. However… the Omnitrix aliens seen on "Ben 10: Omniverse" series such as, Shocksquatch, Bloxx, Gravattrack, Crashopper etc. will be appearing (Ben will unlock them one by one). Also, in this story, Ben's physical appearance will be like that in Omniverse, but just picture him and all the other characters with an 'anime' look.**

**Now to the story.**

**Episode 1: "The Team Unites"**

**Opening shot**: Earth, seen from far away in outer space. The camera tilts down through the starry vastness and stops on a rather unpleasant-looking red spaceship out for a cruise. Its fuselage is in the shape of a large rounded disc, with a narrow spindle topped by a circular projection standing dead centre on the upper surface-the bridge. Several spikes extend from the diameter on either side, while two larger ones point straight ahead to flank the main gun.

Cut to a closed steel door inside and zoom in slightly to the sound of a drawn-out, muffled, blood-curdling scream. It opens to expose a corridor, along which two winged reptilian humanoids with long tails march into view away from the camera. Each is armed with a long spear; cut to a profile of the pair as they advance into view and pan to follow them. The scream has trailed off into a feral growl and the pounding of distant fists against a wall, and the two creatures continue their patrol. They bear a distinct resemblance to Trident, though their coloration and facial features are somewhat different and their eyes are totally red. The guards are known as Gordanians; an alien race based on flying reptiles (not dragons) and known to serve under the God of Evil; Darkseid. Behind them, we can see three glass-fronted holding cells that contain various alien species. In the first was a Wigsilian Org Beast, the second belonged to a Havok Beast, and the third was home to a blue vulpimancer.

Now they approach the closed door at the far end of the corridor, which opens to reveal two more posted at a steel-fronted cell with spears crossed. The screams come louder and more intense now; close-up of the door, being pounded hard enough to shake the camera. The very angry occupant is locked behind it, and only a small window slot allows visual contact between the two sides.

Cut to a pan across the four Gordanians, now all standing at the ready.

"Will the door hold the prisoner in?" One Gordanian asked the others.

"It must!" Another responded. "We must prevent her from escaping the ship at all costs." The hollering and banging continued.

"His right; Lord Trogaar has commanded we deliver the alien on schedule."

Close-up of the slot, zooming in slightly as the door tries to do the mambo; back to the four.

"And if she gets loose?" the fourth gordanian pointed out.

"Then Zorg help us all."

Extreme close-up of the slot; another piercing scream, the glass cracks, and two burning violet-coloured eyes rise into view behind it. The guards take a few steps back, bracing themselves for anything and everything, and they get it when one last yell rings out and the door blows outward off its hinges. Close-up of the steel panel as it crashes to the deck, then tilt up to the stunned foursome and cut back to the open door. The camera zooms in very slowly on the total blackness within the cell; after a very long second or two, the eyes blaze up again and their owner steps out into the light.

It seemed to be a female teenager with a humanoid appearance. She had orange skin and dark-violet hair; she possessed armored undergarments, metal-colored accents. She wears a face-framing crown, and she was plain boiling mad. She gives off a menacing growl, before she lunges at the camera. Snap to black when her eyes fill the screen.

**Opening Theme: **_**"We Will Be Heroes" By John Loeffler and Kirsten Price**_

**Opening Shot: **A helicopter for the Bellwood News went flying through the air to make it over to a currently breaking story in downtown Bellwood. Arriving at the scene the pilot and the cameraman could easily see the destruction below. Down below on the ground were several police cars and multiple downed policemen. In close-up, a figure was standing near an armored vehicle of which the doors were busted open. Gold bullion spills out to the pavement. The guy was a man in a huge, orange battle suit.

"That's right!" The man said to the scattering populace. "Cower before the might of Overlord!"

"Please, I'm scared of my own microwave than I am of you."

Overlord froze when he heard that mocking voice. Slowly he turned his head to see a young figure standing behind him. It was a boy around the age of 16, with short brown hair and green eyes.

He was wearing a black, short-sleeved, shirt with a green strip running up and down his left leg and chest. The strip had a green outlined circle above the area of his heart which had a white filling and the number **10** in bold black colouring. He wore dark-green pants with black combat boots with titanium mesh straps. He also wore a gray jacket; that reached just above his waist, over the shirt with the hourglass symbol on the back. On his left forearm was some sort of green gauntlet, with a lighter green hour-glass symbol on it.

"Ben Tennyson!" Overlord called to him.

"You forgot to pay for that gold Overlord." The 16 year old said, advancing towards said villain. "But don't worry; I accept cash, credit, and teeth." With that, Ben lifted his left arm, and activated the ultimatrix, causing holograms of alien figures to appear. He turned the dial a few times until he got to the hologram he wanted.

"It's Hero time!" He then slams the dial, causing his entire body to be engulfed by green light.

**(Insert transformation sequence)**

After a few seconds the light faded away and Ben was replaced by a near ten foot tall humanoid looking alien. He had four muscular arms and four green coloured eyes. His legs were covered in a pair of skin tight black pants, or what could be seen as pants, and a gold belt around his waist. He also had two gold bands wrapped around his torso, creating an X pattern, with green hourglass symbol situated right in the centre where they met. All four of his forearms were clad in golden gauntlets with a red gem embedded in each of them and each hand was clad in a pair of black gloves. He had a black stripe run down the back of his head which sported a long black ponytail from the centre. The being brought up all his arms and curled them like a body builder would as he puffed out his chest.

"**FOURARMS!**" Ben said in his Tetramand form for all to hear. "Man, I never get tired of that." Fourarms grinned as he cracked all his knuckles. "Now are you gonna come quietly, or is this gonna get loud." Growling, Overlord let out a battle-cry and charged towards Fourarms. "That's what I thought." Yelling, the quadruple-armed alien and the armorized villain hurtle toward one another.

Unknown to the two combatants, they were being watched; a shadowy figure, who appeared to be wearing some kind of cloak, was watching a certain individual with focused interest.

Overlord finds himself getting thrown into a blue car; destroying it. The knock-off of Iron Man shook his head.

"Come on; I've seen toasters fight harder than you." Fourarms quipped, causing Overlord to growl in annoyance. He came off the wrecked vehicle and charge at the Tetramand with a fist in the air. Fourarms easily caught Overlord's fists with his Upper arms, before using his lower right arm to sock him in the gut where he lacked armor, causing him to cough up saliva. Fourarms released Overlord while he was stunned, before he clasped his hands together and swung them his vulnerable face.

Overlord was send flying off his feet and crashing into a nearby building. Snarling fiercely, Overlord's brought his hands together, and turned them into a giant drill. He jumps into the air and dives into the ground, using his drill to dig a hole, now out of sight. As if on instinct, Fourarms' eyes suddenly flashed and he flexed his muscles as his body becomes outlined in neon-green aura. He then raises his fists into the air and slams them into the ground, creating a powerful shockwave, which caused Overlord to surface and become surrounded in rubble. The armoured criminal strained in pain.

"Whoa," Fourarms said in awe as he looked at his hands, surprised by the power he just created "That was weird…" He then noticed Overlord slowly recovering. Shaking it off, the Tetramand suddenly became a red blur and disappeared.

The next thing Overlord knew, Fourarms was right in front of him, and he grabbed Overlord by his head and shoulders. The large alien jumped high into the air, at about 40 feet and does many front flips, and then as they go down fast, he adjusts he body so that he was on top of Overlord. As the two crashed down into the street, rubble and dust flew everyway. The dust cloud cleared, to reveal Fourarms standing over a dazed Overlord (with swirls in his eyes) lying in a fairly large crater; but not too deep.

Satisfied in his victory, Fourarms touched the symbol on his chest and was consumed by green light. The light disappeared and Ben was back in his human form. "All in a day's work for Ben 10." Ben said as he dusts his hands. He then brings the ultimatrix towards his mouth and says… "This is Ben Tennyson calling HQ. Come in HQ," Ben called out over his communicator."I've apprehended Overlord, precede arrest."

"_Roger that Ben Tennyson, a ship's already on its way_." A voice from the other end said.

Wind began to pick up, and Ben looked up to see a Plumber's ship hovering just above him. A Blue beam of light emitted from the ship and engulfed Overlord; who was then teleported onto the ship and all was done. That was when all the questions would begin but none would be answered.

"Another bad guy bites the dust." Ben said to himself. "I think I'm getting better at this solo hero business."

His thoughts are interrupted by the sound of something zooming overhead, and the camera shifts to show a bright violet streak slicing through the night sky above the buildings. It traces an arrow-straight path parallel to some apartments and disappears behind the buildings on the far side of the street. Well after it has dropped from sight, a muffled explosion is heard and the pale purple glare plays up from ground level.

The young hero's eyes narrowed. A hero's job is never done. He brings up the ultimatrix and slaps the dial, once again covering himself in green light. The light fades away and Ben's replaced by a red humanoid, manta-ray like alien with two black lightning bolt-like stripes coming down from his shoulders to his Omnitrix symbol. He also had yellow horn-like antennas on his head.

"**JETRAY!**" The Aerophibian declared before it took off into the air, and heads towards the direction of the flying projectile. Meanwhile, the cloaked figure; who has been watching the whole battle, eyed the unaware Aerophibian with interest.

"So the stories are true." The figure said in an ominous voice. "Ben Tennyson is getting stronger."

Cut to a patch of empty sky and tilt down to street level; Smashed into the pavement is a very large crater emitting thick clouds of glowing purple smoke, the crash site of whatever just buzzed the block. Several curious onlookers have stopped their cars and gotten out for a better look. In a closer shot of the crater, the smoke dissipates to reveal the Tamaranean from earlier; who looked a little messed up, at the centre of the rubble. Cut to a close-up of her feet and tilt slowly up to her hostile face and burning eyes.

She growls at a fellow trying to hold his camera straight and take a picture; when the shutter clicks and the flash goes off, she recoils from the glare with eyes squeezed shut. A moment later, she reopens them, still blazing as strongly as ever, and she slams her fist into the pavement hard enough to create a shockwave, causing several civilians to fall on their backs.

At ground level, the Tamaranean charges; she fires an intense beam of bright violet light from her eyes and rendered an unfortunate taxi cab into a pile of scrap metal. Other strikes ruin a bank of pay phones, a bench, and a streetlight or two and several civilians stare from the relative safety of the buildings as it trembles under their feet. When the assault finally stops, she stands quietly amid the havoc she has just wreaked in this end of Bellwood.

She put her hands together, to form a violet coloured ball of energy, but before she could release it, two beams of green light struck her in the back, and cause her to topple over, and he energy ball to dissipate. She looks up to see a flying red manta-ray, who was the source of the eyebeams.

"A Tamaranean huh? I've heard about them from Grandpa, but never thought I'd ever see one." Jetray said. His was snapped out of his thoughts when the alien girl zoomed towards him and delivered a strong left hook, sending him flying a few feet. He recovered and stared at the Tamaranean.

"So that's how you wanna play it huh?" Jetray asked as his eyes started to glow green. The Tamaranean responded by shooting violet eyebeams at him and Jetray responded by shooting his own, green beams from his eyes.

The two beams of light clashed in mid-air and caused an explosion that knocked them back and fall on their backs on the street. Jetray's body flashed greenish-white before he turned back to Ben. "Ooh my head." Ben moaned as he rubbed his head. "Note to self: Eyebeam vs. Eyebeam equals one major headache."

The Tamaranean, who too recovered from the collision of attacks, managed to get on her feet, and was rather surprised to see Ben instead of Jetray, not that she knew his name. _'A human? Where'd the Aerophibian go?'_ She thought. When Ben got up, she noticed the ultimatrix on his left forearm. _'That device, could it be…?'_

"I'd say this is a job for Humungousaur." Ben said as he slammed his hand on the ultimatrix, but nothing happened. "Hey! What gives?!" Ben grunted as he tried a bunch of times.

"_Unknown Alien DNA detected." _the ultimatrix said in a male voice as the green symbol started blinking yellow. Suddenly, a yellow beam shot from the symbol and scanned up and down the Tamaranean's body. She was noticeably confused, until the beam retracted back into the device.

"_Scan complete. New DNA sample acquired." _The ultimatrix finished.

"I've got a new alien now?" Ben asked himself in awe. He was snapped out of his thoughts when he heard a roar. He looked up to see the female Tamaranean charging at the teenage hero with a raised fist. As if on reflex, Ben raised his arms forward, as a futile attempt to block the Tamaranean's punch. Then something completely unexpected occurred; Ben's hands glowed with a turquoise colour, and then some sort of green force-field surrounded him. When the Tamaranean thrusts her fist forward, it collided with the force-field, leaving Ben completely unharmed. When the force-field disappeared, the Tamaranean was taken aback, but not as much as Ben was. He totally didn't see that coming; he looked at his hands in awe.

"How did you do that?" The Tamaranean demanded.

"I…genuinely don't know." Ben admitted. Suddenly, he heard a beep/clicking sound and looked at the Ultimatrix, to see the symbol was green again. "Well it's about time." He said before he slapped the dial, and his body was engulfed in green light. The light died down, and in Ben's place was a blue spider-like monkey with blue fur and a long tail with two spinnerets at the end. Upon its chest was the symbol of the hour-glass symbol.

"**SPIDERMONKEY!**" he yelled in a mischievous voice

"I thought I recognised that device." The Tamaranean realized. "You're Ben Tennyson."

"And don't forget it tutes." Spidermonkey replied as he got into fighting stance.

"Whoever sent you, you're not taking me in!" she snapped before she directed her hands towards Spidermonkey, and fired a narrow beam of purple energy, who easily dodged it with an agile jump. When he landed on his feet, Spidermonkey directed his tail towards the Tamaranean, where thick webbing shot out and covered her face. She yelled and struggled to get the webbing off, which left her wide open for a kick in the gut that sent her flying backwards and land on her butt.

Spidermonkey smirked, but his approval quickly turned into disappointment when the Tamaranean used her eyebeams to burn off the webbing and give Spidermonkey a malicious little smile, making feel rather uneasy.

And then she comes for another jumping strike. Before she can reduce the Aracnichimp's skull to powder though, blue lighting comes out of nowhere and strikes her broadside, sending her flying and toppling over the street. She recovers, looks up and sees a purple and blue beams respectively, heading towards her. She just barely manages to evade them, but then a car; which was surrounded by white aura, slammed into her.

Ben looks to the source of the attacks, and sees four figures. The three looked about Ben's age and height.

The first boy had had pale skin, silver eyes, and spiky orange hair. He wore a dark blue, long sleeved, skin-tight shirt, as well as silver coloured pants. He wore black amplification gloves and white combat boots, similar to Ben's. A noticeable trait about him was that he had a scar running down his right eye.

The second was a slim girl with long black hair, tied in a ponytail. She had pale green skin; with darker green patches on the cheek area and pink eyes. She wore a lavender jumpsuit; with a yellow belt on her waist, and a dark purple line running down her stomach and chest area, orange knee high boots with heels, and a black necklace on her neck.

The third was another girl, with black, long waist-length hair, cream coloured skin and dark gray eyes. She wore a black leotard, with a silver skirt on the waist area. Black combat boots and white gloves.

And the fourth was a head shorter than Ben's height. He had green skin, purple eyes with black outlines, and blond, messy, shoulder length hair. He also had three bluish-purple circles on his forehead. He wore some sort of high tech jumpsuit that had a thick-golden line running down the middle. Ben couldn't help but notice he more or less looked like a robot.

Spidermonkey touched the ultimatrix symbol and his chest, was covered in green light, and Ben was back to normal. "Who are you guys?" The 16-year old asked.

The short blond boy stepped forward, and explained. "Magister Tennyson assigned us Ben Tennyson. We are you new teammates."

Now Ben was staring wide-eyed.

The green boy placed his hand on his chest. "My name is Rafe Doxite, of the planet Colu." He proceeded to introduce the others. "He's Hunter Llargo, of Winath." He directed at the orange haired boy.

"What's up?" he said coolly.

"She's Paige Sheen, of Xanthu." Rafe continued, bringing Ben's attention to the ponytailed girl.

"How's it going?" She said, with a bit of an African-American accent to her voice.

"And this is…" Before Rafe could introduce the last person, he and the other two were suddenly shoved out of the way by the pale-skinned girl and she appeared right in front of Ben, surprising him.

"Hey Ben Tennyson! I'm Fabia Olongola, of Bgztl." She suddenly threw herself at Ben, and hugged him close. "It's a huge honour to meet the greatest hero in the galaxy!" she chirped. Ben was rather taken aback by this, while the other three developed -_- facial expressions as anime sweatdrops appeared on their temples.

"Uh…yeah girl kinda admires you." Paige explained.

"Great, now I've got alien fangirls." Ben muttered.

Soon, Fabia released Ben, her sparkling eyes never leaving. "It is an honour to work alongside you Mr. Tennyson." She chirped. "The people of Bgztl have spoken of your heroics; ending the Highbreed wars, conquering Vilgax, and defeating Diagon. So when I heard you needed new teammates, how could I resist?"

"Uh…Fabia was it?" Ben was able to ask.

"Yes?" she asked eagerly.

Ben points off to one side; cut to Tamaranean, who has recovered from the bighorn charge and is straining to lift something over her head. A longer shot reveals that she has picked up a bus, which she slings toward the six teens. They bolt in opposite directions allowing the bus to crash in their previous positions. The four plumbers in training were about to attack, and so was the Tamaranean when…

"Everbody stop!" Ben yelled, now getting their attention.

Ben cautiously walked towards the Tamaranean, whose hands blazed with purple light.

"Boy, you're crazy!" Paige exclaimed. "What are you doing?"

Ben didn't respond, as he held his hands in front of him as he got closer to the Tamaranean.

"I don't know who you are, or what you're doing here, but it's best that you calm down." Ben told her.

"Who are you to issue orders to me human?" She demanded.

"Whoa, hey, I'm just trying to be nice here." Ben countered.

"'Nice'? Where I come from, there is no word for 'nice' in my language." She explained.

"Well around here, 'nice' means 'nice'." Ben said firmly. "And keep you want us to keep being nice, you better explain why you're on Earth causing a havoc."

The Tamaranean's face softened slightly and Ben nodded in satisfaction.

"But before that, I don't suppose you're hungry, are you?" he asked.

As if on cue, said Blackfire's stomach began to growl loudly. Blushing slightly, she places her hand over it.

Later; Ben and his apparently new teammates were at Burger Shack; one of Ben's favourite hangouts, next to . He decided to treat his new friends to lunch, while the Tamaranean explained her story. She, Hunter, Paige, Rafe and Fabia were seated at some benches. They then noticed Ben walking to them; carrying a tray large enough to hold six fast food boxes, which cheese burgers, chilie fries and milkhakes. He placed the tray on the table as he sat down.

"Okay, I've got enough for everybody." Ben announced "Dig in."

Ben and the other five each took a box. Then suddenly, the Tamaranean dumped chillie fries all over her cheese burger. She tossed the box aside before her eyes blazed with purple light. Beams of violet energy practically turned the burger and fries into mush. And finally, she opens the lid of her milkshake and pours it onto the mush. Tossing the empty cup aside, the Tamaranean began to stuff her face, in an animalistic manner.

The others watched with dumbfounded looks; anime sweatdrops appearing on their temples.

"Soooo…?" Paige said, attempting to end the awkward moment.

"Sorry, but I didn't catch your name." Ben said to the Tamaranean.

"Yeah, for starters: Who are you, and what are you doing on Earth." Hunter asked.

Sighing, the Tamaranean knew it was time to explain. "Very well. My name is Komand'r Anders. In your human tongue, it translates a 'Blackfire'." She introduced. "And I'm not on Earth of my own free will; I had recently escaped the clutches of the Gordanians."

"Wait a minute, 'Blackfire'?" Paige who was eating her cheese burger said, before she realized something. "I've heard about you. Aren't you that intergalactic criminal, as well as former empress of Tamaran?" she asked. Ben, Fabia, Hunter and Rafe were surprised by this piece of information.

"You're correct." Blackfire answered

**Flashback: (One month ago)**

_Blackfire is flying through space._

"_After being banished from Tamaran; my homeworld, I knew I had to find a new place to nest." Blackfire's voice over explained. _

_Flashback Blackfire then flies towards a reddish-green planet._

"_But before that, I was hoping to make a trade with my former associates; the Gordanians, so as to earn money. Since I was no longer royalty, I had to earn a living somehow."_

_Cut to a large throne room-like area, where several Gordanian guards were present, as well as Lord Trogaar, sitting on a large alien throne-like chair. A desperate looking Blackfire seemed to be trying to negotiate._

"_I needed a piece of rare and valuable artefact from them; the Amulet of Rham' Shir."_

_Next to Trogaar's throne was a red gem set within a silver and gold case that was inscribed with an old incantation. It was encased in a glass box._

"_It was a powerful talisman that has the ability to increase the power of its wearer by seven fold."_

_Lord Trogaar shook his head; causing Blackfire to develop a look of disappointment. She turned around and started walking away._

"_However; Lord Trogaar decided that since I was no longer Empress of my planet, he refused to make trades with 'common peasants'."_

_Flashback Blackfire stopped, her face slowly turned into a scowl._

"_So they left me with no choice…"_

_She turns around and fires a large and powerful beam of violet energy. The camera is covered in said energy._

**(Flashback end)**

"I had to take the Amulet by force. But about 3 weeks later, the Gordanians managed to track me down, and arrested my for royal theft. I rotted in their cells for weeks, but I was able to escape, and that's how I came to Earth."

"So you're a prisoner of some alien lizards because you stole something valuable to them?" Hunter asked with a sceptical look.

"Not prisoner. A trophy." Blackfire corrected. "The Gordanians are a ruthless race of scum and barbarians." She continued. "The commonly force members of the ruling Family of enemy planets to willingly become prisoners of war by threatening the destruction of entire cities, then more often than not destroy the planet anyway." She visibly winced. "Or in my case, it was an act of thievery of an extremely rare artefact."

The teens developed shocked looks as Blackfire explained her story. Then Paige's face became contemplative. "So basically, you're an intergalactic criminal, who committed theft for some expensive piece of jewellery, and now you're on the run."

"Yes…" Blackfire relented.

"And what makes you think we're gonna help some power-crazed criminal like you?" Hunter demanded.

"Cut her some slack guys." Ben announced. "Look, even if Blackfire is a criminal, her actions are no worse than what the Gordanians have done." He explained "This Lord Trogaar is breaking intergalactic law. As soon as the plumbers get wind of this, they'll take him down."

"Unfortunately he's blocking all communications." Rafe added.

"That must be why none of the Plumbers have shown up yet. Trogaar must know that will only buy him some time, he has to get in and get out fast or he'll be arrested." Hunter realized.

"Not if we have anything to say about it." Ben declared.

Suddenly, multiple red laser beams were blasted around the six teens. Luckily, none of them were hit, but the beams created clouds of smoke around them. The teens covered their mouths as they coughed, trying to get their visions back. Soon the smoke cloud cleared, and the six teens looked up to see reptilian-humanoid beings flying down towards them.

"Under plumber law and by extension the Shadow proclamation, this girl is in our custody."

The Gordanian replied "She has committed an act of betrayal against the Gordanian Empire! She will be brought to justice. And you the rest of you stand in our way, you'll share her fate."

Hunter joined in by firing his own blue lighting at the lizard-like warriors. Komand'r and Fabia charged ahead; Komand'r punching away some soldiers with energy-coated fists, and Fabia doing athletic kicks to their heads. Shocksquatch and Hunter covered them with their long-ranged attacks. Paige's eyes glowed white and her hand was surrounded by a clear silver aura, as she directed it at the Gordanian captain.

In Ben's place was a slim, but muscular sasquatch-like alien, with yellow and black fur. He aslo had 4 gray fingers and toes, two bolts on the side of his wrist. Green eyes and yellow horns. As well as the ultimatrix symbol on his chest.

"**SHOCKSQUATCH!**" The Gimlinopithecus announced.

Shocksquatch's hands took on a yellow spark. He directed them forward, and sent several electrical bolts at the Gordanians; some managed to get away but a few took heavy damage from the surge of 700 bolts.

Hunter joined in by firing his own blue lightning from his hand and some Gordanians, electrocuting them as well. Rafe transformed his hands into cannons, and fired rapid blasts of purple energy, knocking several of the reptilian soldiers off their feet.

Blackfire and Fabia flew towards a group of Gordanians; Shocksquatch and Rafe covered them using their long ranged attacks. Blackfire unleashed a flurry of energy coated punches, sending several enemies flying off their feet, while Fabia's body became a transparent blue, and flew through the enemies before becoming tangible again and delivering a strong roundhouse kick.

Paige was levitating off the ground, while effortlessly evading the Gordanian captain's punches. Her eyes then took on a light blue glow as she directed her hand at the captain.

"Eat gravity sucker!" she exclaimed as the captain's body became surrounded in a clear white aura. The panicked Gordanian was lifted up his feet. Paige motioned her hand and sent him flying towards another Gordanian; which Hunter was fighting, causing him to crash to the ground.

Blackfire puts her hands together, and fires a large and powerful beam of violet energy; at the same time Shocksquatch put his hands together and fired a powerful bolt of yellow electricity. The two beams combined to form into one, violet energy mixed with yellow electricity. A powerful explosion occurred which caught the remaining Gordanian soldiers. Soon, all the soldiers were lying all over the area, beat up and unconscious.

"Yeah baby! That's how we roll!" Paige cheered as she shared a hi-five with Fabia.

Shocksquatch touched the ultimatrix symbol, and turned back to normal. "We're not done guys." Ben told them. "Now that Trogaar knows we are resisting him, so he'll come at us with everything he's got."

Ironically, just as he finished that sentence, another transmission from the Gordanian's ship came through. "Foolish humans! You were warned, and your insolence will be punished! You're planet shall be destroyed!" As the transmission ended, a large alien ship moved over the city thrumming with so much power that they could feel it from the street.

Fabia looked intimidated. "That's a pretty bid ship." She practically whimpered.

"No, that's actually pretty normal sized." He said. Suddenly, a large barrel telescoped from the bottom of the ship. It continued until it was easily half the mass of the ship itself. The six teenagers stared with wide-eyed horror. "That gun on the other hand…" Ben said nervously.

(Fade to black)

**Opening shot: **The teens stare at the giant raygun; which targets the city. Then Rafe spoke.

"That is a modified Tachyon cannon, level 6 technology forbidden on all worlds except Galvan and its associated moons." He explained to the others. "It could theoretically destroy the city at this range."

"This is all your fault!" Paige says to Blackfire. Then her head grows. "You just had to steal Gordanian property and put the planet and stake!"

Blackfire's head grows; causing Paige's to shrink. "What doya mean 'My fault'?!" She retorted. Gag ends as her head returns to normal. "You think I wanted you guys to help me? I warned all of you to leave me alone, and yet you assisted on that load of whooy you call 'nice'!"

Sparks fly between their eyes as the growl at each other.

"I can't believe I was talked into this!" Hunter snapped at Rafe.

"Hey, leave him alone!" Fabia countered as she got between the two.

Sight Gag: The six teens are in chibi forms, the all of them, minus Ben, create large an arguing fest. Ben looked like he was about to explode.

"ENOUGH!" Ben yelled, bringing the others attention to him. (Sight gag ends) Ben sighed and continues. "Look. It doesn't matter how we got into this mess; what matters is how we're getting out of it." He brings up a fist. "And we're gonna do it…together."

Cut to Blackfire, who nods with a grin in agreement, and pan across the other five alien teens as they do likewise. Cuts back to Ben; a close-up of his face, who now has his own grin.

"Come on. We've got a city to save."

Cut to the hovering ship, zooming in slightly, then to an extreme close-up of the main gun's pulsating barrel inside. There we see a large bubble made of whitish-silver energy, containing the six teenagers. Paige used her gravity powers to form a bubble to fly the teens towards the ship. Once they were within range, Fabia touched the bubble and used her ghostly powers to make it, herself, and her new friends transparent. The intangible bubble phased into the ship.

Cut to a parallel catwalk inside the ship, where a contingent of Gordanians rushes along it. After they have cleared out, a large bubble of Paige and Fabia's mixed energy rises from the surface and dissipates to expose the six teens within.

Hunter stepped forward. "Come on, we need to find the main firing controls."

He was about to walk when a hand was placed on his shoulder. He looks behind him to see Ben, who was shaking his head. "No, we need to get to the bridge, that's where the communications are. We can contact the authorities."

Hunter turned to Ben. "I thought Earth had to be our first priority; we should disable the Giant Weapon." Hunter argued. Ben shot him a look.

"Do you even know how to disable a gun? We have to call the plumbers, they can arrest Trogaar!"

Blackfire then spoke up. "They controls that operate the Doomsday Weapon are located on the bridge, with the communications. They're in the same place."

This caused Ben and Hunter to "fall" anime style to the floor.

A scene cut to the exterior of the ship as the weapon warms up, then to a close-up of its control panel. Graphs light up to mar the rising power levels; after they have topped out, cut to two crewmen manning the helm on the bridge. Several others are partially in view in the background. After adjusting the controls, one of these two turns in his seat to address this area.

"Lord Trogaar!" One crewman said.

Tilt up, putting him out of view, to frame the captain's chair on an elevated platform. Its back it to the camera at this point.

"The weapon has reached full power." The crewman's voice said.

Now the chair begins to swivel around, and a close-up shows Trogaar seated in it.

"Then begin the firing sequence." He ordered.

The helmsmen do so. Close-up of a monitor that displays a schematic of the ship; the graphics fade away and are replaced by a circle of characters in the crew's language, with another one at the centre. Zoom in slightly as the peripheral marks begin to disappear one by one, starting at the top and working counter clockwise-this is the countdown timer.

"The Earth scum shall learn," he said standing up. "It takes more than six juvenile heroes to defy the mighty Lord Trogaar! Even if one of them is who the legends call 'Ben 10'!"

Cut to behind him and tilt up to frame the observation windows in front. The weapon's barrel points straight ahead from here and rings of light flick on from the base forward. Back to Trogaar, smiling grimly at the destruction he is about to unleash, and pull back to frame the soldiers guarding him. An instant later, the door directly behind him is blown inward with terrific force and a screen-full of smoke, which clears to show a close-up of Ben.

"We're not six heroes." He said. Pull back; the other six are around him. "We're one team." With that, Ben slammed his hand on the hologram and was once again consumed by green light. The green light then began to fade and once it vanished, what the Gordanians saw was no longer Ben but a blue coloured alien being that looked like a phantom. The cloak surrounding Ben's new form opened up, spreading out into moth-like wings and a pair of antennae.

"**BIIIIIIG, CHHIIIILL.**" Ben's new form said with an eerie tone, as mists of icy breathe was exhaled from its mouth.

Trogaar ditches his triumphant smile in favor of an enraged growl. "DESTROY THEM!" He practically roared; and in a twinkling every spare deckhand was on the move.

Big Chill leads the charge for his side and gets a few guards, by releasing a breath of icy mist from his mouth and freezes about five Gordanians, encasing them in layers of ice.

Hunter puts his hands together and forms a ball of blue electricity in his hands. He then fires a powerful bolt of lightning at the Gordanian guards, electrocuting a good number of them.

Rafe transforms his hands into cannons, and begins firing rapid blasts of purple/pink energy beams, and knocked several of the reptilian warriors off their feet.

Blackfire delivers a supercharged uppercut that sends her enemy crashing to the deck, after which the camera cuts to Fabia, who performs a roundhouse kick that knocks a Gordanian off his feet and fall on his back. However, one Gordanian flies towards the ghost teen from behind, but before he could reach her, Paige comes out of nowhere and kicks the flying reptile in the face.

Trogaar leaps in close, smashing both arms against the deck close enough to send both girls flying backward, and crashing into a distracted Rafe, causing the trio to crash into the ground.

Big Chill notices this and flew towards Trogaar, his body becoming a transparent blue. The Necroffrigian phased through Trogaar's body, and the Gordanian becomes encased in a block of ice.

"You're going into _cold _storage, Trogaar." Big Chill quipped. But much to his dismay, Trogaar's icy prison exploded, sending pieces of ice flying everywhere. He glares at the Necroffrigian with severe hate.

"Better wrap things up here; Time to go ultimate!" Big Chill slapped the symbol on his chest, and four spikes suddenly popped out from the side. Green energy began to surf Big Chill's body, causing it to change dramatically. Now Big Chill's body, wings, mask and antennas had more of a flame design.

"**ULTIMATE BIG CHILL!**" Big Chill said, with a bit of a gravelly tone to his voice. With that, the evolved Necroffrigian fired a stream of red-orange flames from his mouth.

Although stunned, Trogaar was able to react in time to just barely dodge the flames, causing it to strike where he previously stood, and a layer of ice was created from the flames. Trogaar then flew towards the evolved Necroffrigian, attempting to throw a punch at him, but Ultimate Big Chill was faster, as he was able to evade the punch and fly several feet behind Trogaar. Growling, Trogaar flew at him again, but before he got half way, a powerful beam of violet light nailed Trogaar in the back.

Warming up as she lifts off, she lets go with a string of shots that tears into the deck on the way toward Trogaar. He is lost under the glare and smoke for a moment, but leaps out of it intact and madder than ever and bears her to the floor. That giant hand lifts her high and slams her down again; she struggles to break his hold for a moment, and then squeezes off a body-blow blackbolt that forces him to drop her.

As he backs up cautiously from the one-time prisoner who has turned out to be far more trouble than she is worth, Hunter rushes across from a pile of unconscious Gordanians. The bionic right lands a haymaker to the boss' jaw and the slugger lands in front of Blackfire so both can move in together. Trogaar takes a merciless flurry of high-octane punches to all his sore spots, but even this is not enough to put him out of business. He comes back with a one-two-three combination that sends both aspiring pugilists across the bridge toward the still-prone Fabia and Paige.

Lord Trogaar raises his hand; his claws extending dangerously long and razor sharp and prepares to finish off the girls.

"Prepare to die." He said with a sadistic smirk. But before he had a chance to deliver a final blow; a shadow loomed over the Gordanian Lord. Confused, he looked up to see….Rafe?

Much to Trogaar's horror, Rafe was now towering over him, at about 20 feet high. His arms and torso have gotten bulky, and he now wore spiked-wrists. His feet became more metallic and blade-like. He had long silver spikes on his shoulder pads and he also wore a purple and dark-green helmet, topped with a gold, double-headed axe blade.

"Leave my friends alone." He practically snarled. Before Trogaar could respond, Rafe gave the warlord a hard kick in the gut, sending him flying across the deck. Trogaar strained as he got back feet. But before he could do anything else, a recovered Fabia flies towards him, and performs a swift kick across Trogaar's face; causing him to stagger back a few feet.

Next, Hunter unleashed a barraged of lightning bolts on the Gordanian lord, causing him to scream in pain. Soon Hunter ceased his attack, allowing Paige to use her gravity powers to surround Trogaar in a silver aura.

"Going up!" She said as she motions her hands upwards, sending Trogaar in said direction. Ultimate Big Chill flew towards the vulnerable Gordanian; with his right fist cloaked with a spiked-ball.

"Take this!" The evolved Necrofriggian delivered a strong left hook across Trogaar's face, causing his body to spin like a top. Finally, Blackfire flews above the spinning lizard; she clasps her hands together, and slams them down hard on Trogaar's head. The warlord becomes a green blur that rockets towards the deck floor, and a loud crash erupted. When the cloud cleared, Trogaar was now motionlessly lying in a crater, with swirl in his eyes, indicating his was now unconscious.

As the five gathered around the crater, they looked up to see Ultimate Big Chill land in front of them. He touched the ultimatrix symbol on his chest and his body became covered in green light, turning him back into normal Big Chill. He touches it again, and Ben was back to normal.

"Good job everybody." Ben praised to the others.

Without warning, Blackfire runs towards the human teen. Ben only had time to blink before Blackfire threw her arms around the ultimatrix bearer and connects her lips to his. The ultimatrix wielder was completely taken aback, as he stood there frozen, as took in the pleasant feelings of Blackfire's lips against his.

After about seven seconds, Blackfire realized her impulsive actions and detaches herself from Ben; leaving the latter with a light shade of red on his cheeks. Blackfire chuckles nervously as her own face reddens a bit. "Thanks," she softly said. Ben gave her a small smile.

The two then realized the other four were watching what took place; Rafe stared with wide-eyed shock, Fabia too stared wide-eyed, but her face held that of excitement. While Hunter and Paige stared with sly smirks, as well as folded arms and hands on hips respectively. Both were immediately burning with embarrassment.

"I-it's a Tamaranean custom!" Blackfire lied; her face flashing with reddness. "That's our way of congratulating of allies."

"Hmmm-hmmmm." Paige said sarcastically.

The scene dissolves to an overhead view of downtown Bellwood. It is now following morning. Cut to a long shot of a Plumber's ship, the Plumber officers leading Trogaar and his men aboard; wearing energy cuffs. Pan/pull back to frame Ben, Blackfire, Hunter, Paige, Ren and Rook observing the scene.

"Good riddance to bad rubbish," Hunter said.

"I don't think he'll be causing any trouble for a very long time." Rafe added.

"You know guys," Ben said, drawing their attention. "We actually made a pretty good team out there. I guess having more hands to help out around Bellwood won't be such a bad idea."

Suddenly, a squealing Fabia once again glomped onto Ben. "I would be a total honour!"

"Indeed," Rafe agreed "Together, we can surly be one of the greatest plumbers this side of the galaxy."

"I'm in." Hunter said with a genuine smile.

"Met too!" Fabia chirped after releasing Ben.

"You know it." Paige nodded in approval.

Ben then looked over at Blackfire, who stood a few feet away from the group, and was looking at her feet, with an impassive expression.

"You could always join us." Ben offered, causing Blackfire to stare wide-eyed at the Ultimatrix wielder. "You know Blackfire, you remind me of a good friend of mine; Kevin Levin. He was once like you; a confused, misunderstood criminal, who was only disliked by others because he truly seeked attention from someone who would understand what he went through." Ben then placed a hand on Blackfire's shoulder. "Well you made a difference today Blackfire. Like Kevin, you showed that there's a sign of hope in everyone. I think you'd make an awesome plumber."

"So what do you all say?" he said to everyone, before placing his hand forward. "Team?"

Smiling, the other four walked towards the two.

Paige placed her hand on top of Ben's. "Team."

"Team." Rafe said placing his hand on top of Paige's.

"Team." Then Fabia.

"Team." Then Hunter.

Blackfire stared for a moment. She then noticed Ben giving a genuine smile. She also notices Hunter, Rafe, Fabia and even Paige all giving smiles as well.

Finally, Blackfire smiled, placed her hand on top of the pile. "Team."

One can only imagine the type of adventures in store for our new team of heroes, and you won't wanna miss a single one.

**THE END**

**Authors Note: So there you have it, the first chapter of Ben's newest adventures. So I'm sure you still see the differences compared the Omniverse series; Ben still has the ultimatrix; and Ben has more teammates other than Rook. Don't worry to all you Rook fans; he'll make his debut in the next chapter. I'm still pretty new at this kind of stuff, so I'll do my very best to make it as good as Bigby the Big Bad Wolf's stories. I'm totally open to ideas and suggestions to any fans of Ben 10, Teen Titans and Justice League. So feel free to send me ideas in your reviews or PM me. Also more will be explained about the new characters in the next chapter.**

**Please Review and see you soon. AB 87 out, PEACE!**


	2. Episode 2: Infiltration

**[[Image:Rangiku_ |290px]]**

**Sorry for the long wait. While coming up with chapter ideas is easier, I can't say the same about actually writing it. Like I said, I'm still new at this so I'm open to any ideas. That and I was busy with school. I also figured out why I wrote the previous chapter the way I did. I guess I just wanted to make my story seem "realistic", if that's the right word. I wanted my readers to feel like they were actually watching the events taking place in the story. But I'll try to limit it a little. Anyway, on to the story.**

**Episode 2: Infiltration**

There's a crime at a bank store; who could notice a destroyed window of the shop. Out came four figures, which appeared to be wearing jumpsuits, and carrying bags of diamonds and jewels. One was a woman in a jumpsuit with long red hair with metal balls at the tips. Second was a muscular guy with some strange thing on his head that looked like a finger nail. And the third looked like a disgusting corpse of a man. It was Frightwig, Thumbskull, and Acid Breath, the three circus freaks who used to work for Zombozo. And apparently they had a new recruit; it was another slim looking man with red eyes and a moustache, and like the other three, he had pale blue skin and the arm areas of his jumpsuit had green stripes.

Frightwig let out a mischievous laugh "It's pay day, boys!" Frightwig declared.

"OK, so what's the deal here? Robbery again? Don't you guys get tired of that shtick?" The four turned to see a certain brunette standing a few feet away from them, with folded arms.

"Ben Tennyson!" Acid Breath cried indignantly.

"It's the kid who took down Zombozo," Thumbskull pointed out.

"It was a sweet deal working for that clown, and you ruined it." Frightwig stated with a serious look as she threw the bags of money aside, "Now, it's Frightwig's payback time."

"Hey, don't keep him all to yourself," AB argued "Acid Breath wants in on the action."

"So does Thumbskull!" the muscular Circus Freak said as he pounded his fists together.

"And don't forget !" the guy with the moustache said as he pumped his chest with pride.

Ben titled his head, as a question mark appeared above his head. He had never heard of before.

"U-uh…he's new." Acid Breath explained.

"Well new member or not, you guys don't stand a chance." Ben countered.

"Get over yourself Tennyson," Frightwig said smugly "In case you haven't noticed, there's four of us and only one of you." She pointed out.

Suddenly, a certain violet-haired beauty swoops down and lands next to Ben. She wore a black tank top and black leather skin-tight pants and combat boots, in a similar style to Ben, but in a high-heel version. Around her waist was a silver belt with a circular buckle. With the buckle was also a green hourglass symbol which resembled Ben's Omnitrix or the Plumber's badge.

It was Blackfire in her new attire "Make that two!" She corrected the Circus Freaks, who were rather surprised to see Ben with an ally. They heard from their boss Zombozo that his cousin and boyfriend had left, but he had never mentioned that Ben had a new teammate.

Suddenly they heard a thundering sound; they looked up to see blue lighting flying towards their direction at a fast pace. They lighting struck next to Blackfire, but she and Ben were unfazed. The smoke and electrical crackles cleared to reveal Hunter with folded arms "Three!"

Then a transparent blue figure emerged from the street next to Ben. The figure's body solidified to reveal Fabia "Four!"

A transparent silver-white streak zooms through the sky. As it got closer, it reveals to be Paige. She flies towards her friends and lands next to Fabia, with hands on her hips "Five!"

Finally, Rafe came flying through the air, with his rocket boots. He landed next Hunter, "Six!"

"Wanna do a recount?" Ben asked, before activating to ultimatrix. Once he chose the alien he wanted, he slammed the dial down and a familiar green light engulfed his body. In Ben's place was a humanoid plant like alien that had an overall green and black colored body mostly with a flame-patterned head and root-like feet seemingly holding rocks. Also, his shoulders and head have red petals. He stood at about 7 feet tall and he had the ultimatrix symbol on his chest.

"**SWAMPFIRE"** The methanosian declared. His voice sounded very stuffy and nasally, due to not having a nose.

Swampfire put his hands together, and released s stream of yellow-oranges flames towards the circus freaks. Acid Breath responded by spitting out green acid from his mouth. The flame and acid collided in mid-air and cause an explosion. Soon, both sides engaged in battle.

Rafe transformed into his larger robotic state and he and Thumbskull charged at each other; engaging in a grappling contest. The guy was pretty strong, but Rafe's larger form allowed his struggle against the muscular circus freak to be a stalemate.

Hunter was firing blasts of blue electricity at , but the man literally stretched his body like a rubber band, and moved it in ways that allowed him to easily dodge the lighting strikes. One struck the side of another building "They don't call me Mr.**Elastico **for nothing kid!" He gloated to a frustrated Hunter.

Swampfire creates multiple fireballs, and throws them at Acid Breath, who runs to dodge them. A few fireballs hit a fire hydrate, a lamppost, and bus stand. Blackfire flew towards the zombie-like circus freak, her body coated in violet energy. Acid Breath saw her coming and unleashed a blast of acid from his mouth and at Blackfire. However, the energy covering the Tamaraneans body protected her from the corrosive properties of the acid. Once she was close, her body tackled into Acid Breath's, causing an explosion to overwhelm the two. Blackfire flew out of the smoke cloud, her body still in tack, but I can't say the same the Acid Breath. When the smoke cleared, Acid Breath was in a small crater with a dazed look and scorch marks all over.

outstretched his arms, sending them at Hunter. The Winathian found himself being ensnared by the arms of rubber. sneered, but if he expected the electric hero to panic, he was sadly mistaken. If fact, Hunter only smirked. His glowed white as blue electricity surrounded his body. He sent electrical currents through 's arms and towards his body. The villain screamed in pain as he was overwhelmingly electrocuted; forcing him to release his hold on Hunter. Then suddenly, Fabia flew behind him and delivered a blast of plasma rays from her eyes, frying the elastic villain's body even more before he collapsed.

Paige was dodging Frightwig's hair weights, by flying in all directions, evading the weights and allowing the weight to smash a mailbox and traffic light. The female Circus Freak laughed at the Xanthuan who couldn't even get close to her.

"Is that all you're gonna do? Dodge?" Frightwig jeered.

"Not even close, girl," said Paige. Two of Frightwig's weights came at Paige and she caught them. She then tugged and brought Frightwig to her. She twisted her body around and Frightwig flew helplessly through the air to be slammed on the floor.

Frightwig groaned and Paige released the weights before grabbing the woman by the front of her costume.

Swampfire touched the ultimatrix symbol, and his body was covered in green light. When the light died down, in Swampfire's place was a large, muscular, brown colored dinosaur-like creature, with a long tail and green eyes.

"**HUMUNGOUSAUR!"**the Vaxasaurian roared.

Fabia lands a solid kick that staggers Thumbskull, followed by Humungousaur shoulder ramming to galoot. He skids across the street and hits a nearby telephone booth; destroying it. As Thumbskull slowly recovered, Blackfire gathered all of her strength to form a black-bolt that was at least twice the size of a disco-ball, and releases it. It hit Thumbskull dead centre in the gut, leaving him spinning in the air as Paige dashes over. One mighty flying kick drives him back into Frightwig, Acid Beath and , crashing into them. The four villains regained their composure only to see the six heroes gather in front of them; Humungousaur in front.

"Let's finish this," Humungousaur tapped the ultimatrix symbol and his body was covered in green light.Replacing Humungousaur was a small white alien whose body looked like living amplifier. One of the most noticeable features is the square appendage resembling an MP3 player behind his back with a port on it - decorated with a 10 symbol and what looks like cassette tapes on his lower legs. He wore the ultimatrix symbol on his chest.

"**ECHO ECHO!"**the new creature said in a mechanical voice, before the small alien suddenly divided into five identical copies.

" .SOUND!" each of the Echo Echo's yelled as they opened their mouths at the same time and let loose a massive wave of sound blasting the Circus Freaks back, and crashing through a building. The Sonorosians ended their attacks when they noticed the trio have been knocked out.

Echo Echo touches the symbol on his chest, his body is momentarily covered in green light, and Ben is back in his human body.

At that moment, police cars arrived on the scene.

"Well, our work here is done," Ben said to his teammates "Who's hungry?"

"Ben Tennyson?"

Ben jumped at the voice from behind him. He turned around, to see a man standing at about 8 feet tall; he was wearing plumber's uniform. He had dark violet colored skin, a gray colored crew-cut, and green eyes. A noticeable trait in his appearance is a long, thin scar running down the left side of his face, where he had an eyepatch.

With the exception of Ben and Blackfire, the others eyes widened "Magister Aldron Zythroe."Rafe practically whispered.

"Sheesh, do you magisters make it a priority to sneak up on hard working heroes?" Ben quipped.

"Kid," Aldron pointed to a side, causing Ben to look inside direction. He saw the near absolute damage caused during the battle against the freaks. There was debris everywhere, property was wrecked, fire and smoke emitted from various places and the public were distraught. A large street sign seemed to be loose; it broke off and fell onto an SUV, wrecking it.

"MY CAR!" the owner cried.

"We need to talk." The magister said, causing Ben to grimace.

Opening Theme: _"We Will Be Heroes" By John Loeffler and Kirsten Price_

The police arrested the Circus Freaks; Acid Breath was wearing a special muzzle so he couldn't use his acid spit, Thumbskull was wearing indestructible handcuff, which also contained his fists, Frightwig wore some sort of tight orange jacket, which not only covered her body but her hair as well, and was is a special glass container. They were directed into armoured vehicles, and driven away.

Meanwhile, Magister Aldron was having a serious discussion with Ben and his friends.

"No one's saying you kids didn't stop the bad guys, but look around you." Aldron pointed out, showing the fight-induced damage the teens caused; which was currently being cleaned up by the residents. "Is this the way Max Tennyson would've done it?"

"Your grandfather would have apprehended the Circus Freaks in 10 seconds," he stated "You kids took 6 minutes, with lots of collateral damage." He pointed out.

"We do a good job," Ben chided.

"For a bunch of clueless rookies." The magister said bluntly.

"Yeah!" Ben perked up "Wait, what?"

"Look," Aldron continued "Everyone starts off clueless, even your grandfather, back when he was about your age."

_Flashback:_

_At Plumber's Academy, Plumbers in training are doing target practice. A younger, 16-year old Max Tennyson; in a Plumber suit was getting ready to use his gun. When he pulled the trigger, the gun began rapidly firing numerous red energy blasts everywhere, and Max is unable to control it. The other plumber students and the coach had to take over to avoid being hit._

_After about 12 seconds, Max was finally able to shut off the gun, allowing to sighin relief. He then noticed his coach and fellow students standing behind him; covered in scorch marks and giving Max stink eyes._

_A sweat drop appeared on Max's temple "My bad,"_

_Flashback ends:_

"But he learned from his mistakes…eventually." Aldron continued "What would you say, if I could help turn 'eventually' into 'right now'?"

"Look pal," Ben started to say "I don't need lectures about how to be a hero. In case no one gave you the news bulletin, I'm The Ben Tennyson. I've been saving the universe since I was 10 years old."

"That's true, who've have been at it for three years," Magister Zythroe admitted "But now I'm offering you the chance to do even better; really learn about responsibility."

"Translation?" Ben said.

"I want to show you what it means to be a team player" he added "After all; it was me who convinced your grandfather to assign these kids into being your teammates."

Ben's eyes widened at that statement. He looked at the others; minus Blackfire.

"It's true Ben," Rafe told the ultimatrix bearer "Magister Zythroe negotiated your grandfather into making us your teammates."

"He told us that if we wanted to qualify for Plumber's Academy, we had to work under a plumber with experience." Paige added "So that's why he chose you."

"I've been watching you Ben," Aldron told the sixteen year old, "And I want to train you to become a better Ben 10; The Ultimate Ben 10."

Ben's eyes were now as wide as dinner plates.

"You'll need all the help you can get; that's why I assigned these other kids to be your teammates. With your combined talents and my training, you could all learn to be great heroes. Greater even then the Justice League."

Ben took all this in. It would be cool to become an even greater hero then he was now, but Ben being Ben, he allowed his pride to get to him.

Ben shook his head "Uh…thanks for the offer, but I'm not allowed to talk to strangers," He quipped "Have a nice life, cool?" He turned his attention to his friends, "Come on guys, my mom has lunch ready."

With that, the gang walked away. Aldron just stood there, sighing and shaking his head, "Teenagers,"

What no one noticed was a hidden camera situated on a nearby building.

Meanwhile, in an unknown area:

The hooded figure was from the previous chapter was standing in front of shadowy figure shadowy figure seated on a large chair atop a raised platform. No features can be seen except the glint of full-body armor, long white hair and one eye on the left side of the head. An overhead fixture pours light down on the seat. In the harsh glare, the right side of the head and shoulder show a gray tint, while red-orange appears on the other side. She was looking on a large monitor, and on the screen, it was playing back-to-back clips of the battle against the Circus Freaks.

The hooded figure got down on one knee as if a sign of respect.

"What's the status?" The shadowy figure said; the tone was even & measured, and one could notice that it was feminine.

"There is no doubt about my mistress," the hooded figure said "Magister Aldron Zythroe has returned. And he apparently he has offered Ben Tennyson a chance to take him under his wing." He explained.

The female figure's visible eye narrowed "I see," she replied "Then now is the perfect time to commence the first phase of our operation." She said "What do you say, it's time to visit some old friends."

The boy's head tilted up a little so we could see purple coloured eyes and his mouth, which developed a rather unnerving smirk.

In downtown Bellwood; a street is jam-packed with speeding, honking cars during rush hour. A couple of cars slip briefly out of their lanes and ride the white line to get ahead, just barely avoiding collisions with other drivers. After they have gone, a big rig tries the same manoeuvre, but stops short when its radiator grille fills the screen. Tilt up to its irate driver, who addresses himself to something ahead of him. "What are you, crazy?!" he said indignantly, his voice slightly muffled through the windshield.

Pull back. We can now see that he has slammed on the brakes to avoid hitting the hooded figure standing smack in the middle of the pavement, its back to the camera. Cars flash by on either side without so much as a flicker of headlights. The figure removed his cloak, to reveal what looked like a teenage boy of average height. The only things odd about his appearance were his green skin, purple eyes and messy blue hair. He was adorned in some sort of armoured jumpsuit, with black and maroon variations to it. He also had a brown utility belt, equipped with various gadgets and even a gun.

"Get out of the way!" The Trucker demanded.

Close-up of a rising hand, which grips a maroon sphere from which four blades extend radially to create a shuriken like weapon. This is flung at the windshield, sticks in the glass, and begins to spin its blades like a buzzsaw. Realizing that he may very well end up as hamburger, the trucker bails out an instant before the weapon breaks through and embeds itself in his seat. The shuriken's hub beeps and flashes briefly before the whole thing detonates in an explosive loud smoke.

As the view clears and the man tries to get his wits back about him, as the alien teen strides past; brief close-up of his feet as they break into a run, then pull back to frame the attacker fully from the front. An unnerving smirk crosses his face.

Meanwhile, Ben and his friends were at the former's house, having lunch prepared by his mom: Homemade cheese burgers, chillie fries and soda. The teens were in different outfits.

Ben was out of his field outfit, and was in his normal attire. He wore a black shirt with a green stripe in the middle, with a number 10 and green stripes on the sides his shirt. He wore brown pants with pockets at the knees and green and white shoes. On top, he wore a white open jacket, with green stripes and a number 10.

The alien teens were outside their field outfits too, as they were adorned in ID Masks, so as to blend in with the local humans, and were in normal clothes.

Blackfire wore a black tank top with frilled edges and a picture of a fox outlined in purple in the centre. She also wore a purple skirt that was low cut and a pair of white thigh-high stockings and black high heels.

Paige's ID mask gave her dark skin, giving her an African-American appearance. She wore a cream-coloured T-shirt, a pair of blue skinny-jeans and red-blue shoes with a pair of silver earrings. She also let her hair down; it was revealed to be waistlength.

Hunter's skin now a tanned color.He wore an opened silver hoodie, with purple stripes. He had black trousers and yellow and brown sneakers.

Rafe's skin was now a normal cream colour instead of green. He also wore a stylish white jacket that was open with a red T-shirt, black pants and red-and-black sneakers.

Fabia's skin was slightly less pale; she also wore a short-sleeved, turquoise jacket with a yellow, sleeveless t-shirt, a black belt, a dark blue skirt, and purple tennis-shoes. She had her hair in a pigtail style.

A week had past, since Ben's new teammates came to town. They needed a place to stay, so Ben offered them to stay at his house; of course he had to convince his parents. Eventually Carl and Sandra accepted Ben's guests and arranged them to sleep in the spare rooms, one for the boys and one for the guys.

"Oh, and how about when Hunter zapped that stretchy guy?" Paige asked during a conversation they were having.

"Yeah, and did y'all see the look on Frightwig's face?" Paige asked "That was one freaked out…" she didn't finish as she noticed how Ben wasn't eating that much, or joining the conversation.

"Huh? Oh, oh sorry guys. Guess I'm not that hungry."

"Hey, uh if you're not gonna finish that…" Hunter started to say, hoping to get some of Ben's, but stopped when Fabia elbowed him.

"I was just thinking about what Magister Zythroe said," Ben admitted.

"Are you considering taking him up on his offer?" Fabia asked.

"Wha?" Ben scoffed in fake surprise, "Yeah right." He answered. "Look, offense guys, but you're all sort of the newbs in the Plumber's business. Like I said "_I've been saving he universe since I was 10."_ So what would I need a lesson about being a hero for? I mean…do I really need it?" Ben asked, losing his confident voice at that question.

"We can't answer that Ben," Rafe told him "Only you can."

"And whatever you decide," Paige added "You'll have our support."

Ben smiled "Thanks guys," he said "But still, no matter what, I'll show Aldron that there's not a job too big or too small that Ben 10 can handle."

"_We interrupt for this emergency bulletin," _a news reporter from the TV announced _"Downtown Bellwood is besieged by an unidentified mercenary. Police claimed him to be armed and extremely dangerous."_

"And here's my chance to prove it to him," Ben finished.

Back in the streets of Bellwood:

The teen alien charges through the traffic, readying an appropriately crimson energy disc in each hand, and lets them fly. The resulting explosions, with their lurid smoke clouds, rip into the vehicles and send onlookers into an instant panic. Next he targets a bus; suddenly, missile launchers popped out of the teens back; he unleashed several red missiles that headed towards the vehicle, with the panicked people inside. Before the missiles could obliterate them however, Paige flew in front and created a gravitational force-field, protecting herself and the bus. The public present on the scene cheered with excitement and relief. Paige was soon joined by Ben and the others.

"Since your new in town," Ben said "…we're gonna make this very simple."

"Stop, right now." Demanded Fabia.

"Yeah man, the neighbors don't like it when you go around blowing up their stuff."

"Put your hands in the air and…" Ben began to say. Before he could finish, rocket-boosters erupted from the alien's feet, lefting him up into the air. He immediately went soaring through the sky.

"Hands in the air dude, not your whole body!" Hunter yelled.

"Tourists," Blackfire said with disgust.

Quickly, Ben activated the Ultimatrix, set the dial and slammed it down. After the flash of green light, Ben was replaced by a tall and lanky cycloptic creature made out of purple rock. Pink stones stuck out of his back like spikes and one stuck out of his forehead like a horn. This new form struck a fighting pose.

"**CHROMASTONE!" **the form shouted.

Soon, the whole team took off into the air, hot on the trail of the mystery villain.

"Anyone got any idea what this genius is after?" Hunter asked.

"Who cares what he wants?" Paige asked rhetorically "What he's getting are 100 opened cans of pure butt-whooping!" she said as she punched he open palm.

"Alright guys, let's see what he's made of." Chromastone said. With that, the Crystalsapien directed his hands towards their adversary, and fired a beam of multicolored energy. However, boy glanced behind him to see the beams. With quick aerial maneuvering, he narrowly dodged the beams.

Soon, Blackfire and Hunter unleashed a multiple shots of blackbolts and lightning blasts respectively, forcing the teen to bug out as they get on his tail. The barrage continues at full force high above the town; he then presses; what looked like a button on his belt-buckle, and his body is surrounded in a dark-purple aura. With swift combat maneuvering, the teen managed to swipe and kick the blackbolts and lighting blasts away.

"He's quite a dominant adversary," Rafe commented before transformed into his hands into machine guns. "But let's see him handle this!" He fired multiple missiles, which target the alien teen. However, he countered them by pulling out laser guns and fired several bolts of blue energy that intercepted the missiles before they reached their target. The Coluan was shocked.

A laser-beam shot from his wraist and towards Fabia, before Fabia could defend herself, Chromastone jumped in front of her, allowing the laser beam to strike him instead. The Crystalsapien absorb the laser beam, causing his body to shine with multi-color light. However, Chromastone looked like he was starting to strain a little, which didn't go unnoticed by everyone.

"Yo Ben! What's wrong?" Paige called out.

"I think I can…" Chromastone's eye flashed with a neon-green light, and his whole body seemed to burst with multi-colored energy. The shockwave spread throughout the sky, and knocked Ben's team and the villain out of the air. Everyone, including Chromastone, fell to the ground with heavy thuds. Chromastone's body flashed green and Ben was back to normal. The young hero groaned as he rubbed his head, "That was…new?"

Soon the others managed to recover as well, "I know I only knew Ben for at least a week, but since when could he do that?" Hunter asked.

"We'll solve that puzzle later," Paige told him "We've still gotta deal with him." She pointed at the villain, who too recovered from the explosive burst of energy and prepared to attack again.

Blackfire takes off into the air and sends out beams of blackbolts, which carve their way towards Spectra, but when they reach him, he effortlessly deflects them with a backhand. The ricochet comes back at Blackfire, and knocks her out of the air. Fabia attempts to deliver a roundhouse kick to his face, but he easily dodges it, and flips the ghost girl over on her back.

"Time to go, Humungousaur!" Ben said as he activated the ultimatrix and went to ther Humungousaur hologram. Slamming the hologram, Ben was once again covered in green light. When the light faded, Ben was…definitely not Humungousaur. Instead he turned into what appeared to be a gorilla made out of Lego blocks.

"**BLOXX!" **the new form shouted. "A new alien? Why do I look like one of those nursery building blocks from the 60s?"

Rafe looked at Ben's new form in surprise "Ben, you're a Segmentasapien." The Coluan told him.

"Is that what I am?" Bloxx asked, before shaking his head "I-I mean, so?"

"So, I've encountered your kind before." Rafe explained "A Segmentasapien has shape-shifting capabilities. They can alter their body parts to form any other shape, convenient for combat purposes."

Bloxx thought about this, "Okay, let's give em' a try."

Blackfire, Fabia, Hunter and Rafe continue to try landing hits on the teen mercenary, but he manages to counter every single one of them. Before Spectra could throw another bomb, out of nowhere, he was encased by a dome made out different colored blocks.

The teen alien was confused tried to blast his way out of the dome, but each whole he created instantly regenerated.

"I can't hold him for long," Bloxx told the others "We need to finish this."

"Leave that to us," Hunter said before turning to Blackfire "Blackfire, I think it's time we tried, the new move."

The former Tamaranean princess smirked as she nodded "Right. Ben, when we give the word, releases him."

"Whatever you're gonna do, do it fast!" Bloxx replied as red energy continued to burst through various sections of his dome-shaped body.

Blackfire and Hunter both flew into the air; at about 100 ft high. The Tamaraneans body became surrounded into bright violet energy. Hunter then mixed the violet energy with blue electricity. Now Blackfire looked like a bright purple orb with an electrical coating. The Tamaranean began to descend at an extremely fast pace; like a meteor about to hit the Earth. She flew down towards the Segmentsapien who endeavoured to keep the alien teen in place.

"NOW!" Blackfire cried. Bloxx immediately removed himself from the alien. He didn't have to react as the fiery electrical blackbolt combo move struck him at full force. A powerful explosion could be seen Ben's neighbourhood. Luckily, the people in the area cleared from the moment Ben and the others appeared. Bloxx's body was covered in green light and Ben was back to normal. He and the others gathered around the large crater created by Blackfire.

"Blackfire! Are you okay?" Ben asked with concern. From the smoke came said Tamaranean, who looked a little dizzy and her body was covered in ash.

"R-remind me to never do that again." She side whoozily.

Soon, a plumber's ship came to the scene, where several plumbers, including Magister Aldron and Max Tennyson came to apprehend to teen villain."

"A job well done Ben," Max complimented to his grandson "And I see you're getting on quite well with your new teammates."

"They're not so bad," Ben admitted "A bit of donut holes though."

"Is that good?" Fabia asked curiously.

"Oh yeah…sure," Ben replied, causing the Bgztlian to perk up. "See?"

Meanwhile, when Aldron went to see the culprit, he was unimaginably shocked to see who it was.

"So, we meet again, Zythroe." The boy said mockingly.

"Spectra," Aldron said darkly, as he gave the boy now known as Spectra, an even darker look.

The team was soon standing behind the magister. "Uh…friend of yours?" Komi asked.

Later, the gang, Max and Magister Zythroe take Spectra to Plumber's Base; where several plumbers were at work, doing research or sorting out important files.

"His name is Spectra Krawler," Aldron explained. Suddenly various images of Spectra appeared on the large screen, apparently committing various crimes. "He's an intergalactic criminal-mercenary. He specializes in Level 3 to 5 alien weaponry"

"I thought those weapons looked familiar," Rafe said.

"He's also leader of a team of intergalactic recalcitrant individuals." Max added.

The first one was a tall and slender girl, with a bit of a muscular build. She had emerald-green eyes, red shoulder-length hair, dark green skin, and she had blue scratch markings on her cheeks. She wore a dark-blue leotard, blue, knee-high combat boots, and black gloves. Next to the image were details of the figure's profile.

"This one's name is Zeera Leltoy; her powers are based on size manipulation. She can grow up to 60 feet high, and her size grants her unimaginable strength." Aldron explained as dramatization videos of Zeera using her powers played.

The second figure was also a tall and beefy fellow; whose height was about 10 feet, with grey eyes, dark-orange skin, and a brown Mohawk. He wore grey, steel armour on top of a black jumpsuit and steel combat boots.

"Gus Gravler;" Max explained "A genetically enhanced giant, with the unstoppable strength of 10 Tetramands. He's as dangerous as he is strong."

The third figure was a slender teen boy, with spiky white hair and red eyes. His skin was dark gray

"Vlad Katou; a human-and-Ectonurite hybrid. Like all Ectonurites, Vlad possess ghostly abilities, making him a frighteningly hard-hitting opponent for anyone.

No one noticed, but Ben shivered a little, being reminded a little too much about one of his old aliens; Ghostfreak, and his little 'history' with him.

A fourth figure; who was another female, appeared on the screen. She had dark blue, waist length hair, yellow eyes, and turquoise skin witb a slight shade of bluish-red. She wore an off-the-shoulder gray dress with trimmed edges, black knee-high heels with 'V' shaped markings on the foot areas, and one of her noticeable traits was her hairclip, which had some sort of small dragon-skull on it.

"Kazarina Vallory; an enchanted sorceress, skilled in magic spells and hexes, which create catastrophic disasters in her path."

To Ben, she reminded him of his cousin Gwen and Charmcaster; who are also female sorceresses.

The fifth and final figure was a humanoid, cat feline-like alien with a black suit-like colour scheme. His hands, legs, part of his head and chest are coloured blue. He had spikes on his hands and legs. He also had black spiky-hair, with orange eyes. He has a triangle shaped nose, and a long fox-like tail.

"And this is Renton Claude; a Citrakayah."

"That's the same race as Fasttrack," Ben noted "So that means…"

"That right, he possesses super speed. He's known to travel at the speed of sound."

On the computer screen, the five villains, plus Spectra, were put together in a group.

"Together, these juvenile criminals are the meanest, toughest, most rebellious warriors in the Milky Way: They're called The Savage Six."Aldron announced. "These criminalistic delinquents have run rampant for years, doing whatever they please. They rule over others through fear," He explained as videos of the Savage Six; in their earlier years, in action played on the screen: Robbing banks, destroying cities, attacking citizens, etc. "Committing a series of rebellious crimes where ever they go." On the screen, the Six are by a local house, snickering obnoxiously,_ "Shh."_ Spectra said. He rings the door bell, and the SS run away laughing as an old man comes out, _"I'll get you crazy kids!" _he yells as he waves his crane.

"Five years ago, we Plumbers pursued the Six for a final battle on Galvan. We gave it everything we got…and so did they. It definitely wasn't an easy fight, but soon, we were victorious." Aldron told them. "While we did manage to apprehend five of them, Spectra however was able to make a getaway before we could send him to the Null Void."

"We never saw him again," Aldron face then became grim, "That is…until today?"

"So what happened to those other five guys?" Komi asked.

"Gus, Kazarina, Vlad, Zeera and Renton proved to be far too dangerous to be let around the other inmates of the Null Void," He explained "So we keep them in subterranean rooms, separately in special cells specifically designed to neutralize powers. We're sending Spectra to one right now." He then went into thought mode "But still, I can't help but wonder: What could Spectra be up to, that would make him come out of the shadows after five years?"

Spectra was taken to one of the underground cell. The plumbers made sure to dispose of all of his electronics he could use for absconding purposes. Or did they…?

Spectra reached into his hair, and pulled out what looked like an earphone, which he placed in one of his ears. Pressing the button, he activated his communicator.

"This is Spectra to Mistress Wilson, come in." He said.

Elsewhere, the shadowy figure was receiving the transmission. "I am now within the holding facilities of Plumber's HQ."

"_Excellent, time to proceedpart two of the operation."_

"Understood, Mistress Wilson." Spectra said before shutting off his communicator. He then reached into his sleeve, and pulled out some sort of small, silver device, with a red button on top. Spectra pushed the button, and suddenly, what appeared to be 8 spider-like legs popped out on the sides, and triangle-shaped, cyan-colored eyes appeared on the front. "Okay my friend, do your job."

The robot spider jumped off spectra's hand, crawled up the wall of the prison and into an air vent. The robotic arachnid came across six different paths. Nothing happened at first, but then the spider seemed to duplicate into 5 more identical copies. Each spider took a different path.

The first spider came through an air vent; in a cell room holding Gus. The giant was totally incapacitated; his arms were chained with indestructible steel, his legs were locked to the ground, and he had a tight looking collar around his neck.

The second cell held Vlad. The hybrid teen was suspended in a plasma barrier, which prevented him from phasing through his cell with his ghost powers. The second robot spider came out through the air vent, and it crawled through the maintenance systems of the barrier. After a little rewiring, the energy barrier defaulted; which Vlad noticed. The Teen ectonurite flew out of his cell, going intangible and phased through the wall.

"Well, all's well that ends well huh?" Ben stated "You guys wanna get a pizza?"

Before Ben could get a response, an explosion was heard somewhere. Everyone flinched until it ceased.

"What the heck was that?!" Hunter asked.

"Let's check the monitors!" Aldron said. He immediately began typing keys for the computer, andsoon; various screens giving different footages of the plumber's base appeared on the screen. One caught their attention; it was one of the cells which held the _special _prisoners had a fire large fire. While the teens looked at each other curiously, Magister Zyhtroe narrowed his eye.

Moments later, everyone arrived on the scene of the fire. Before they could figure out what happened, they heard a distressed cry.

"Help! Somebody help us!"

"My men are trapped in there!" Aldron realized.

"I'm on it," Ben said, as he ran up front, once again he activated the ultimatrix, and slammed the hologram. Replacing Ben was what looked like a giant green turtle-like creature with eight holes in his shell. He also had large, flipper-like arms and stumpy legs, and like all of Ben's forms, he had the ultimatrix symbol located on his chest.

"**TERRASPIN!"**the giant turtle proclaimed.

Terraspin tucked his head into his shell and jumped into the air. His legs connected together and altered themselves along with his arms to become more blade-like. Then, the limbs began to spin wildly like that of a fan and wind began pouring out of the holes in his chest. The wind erupted into a massive gale force, and in almost an instant, the fire was put out by the winds. This allowed the Aldron, Terraspin and the team to enter safely.

"The prisoners are gone," Rafe noted.

Aldron went to the two plumbers to see if theywas okay. "What happened?"

"We came here to check on the prisoners," he managed to say "…and they somehow managed to break out of their cell. I don't know how, but one of them trapped us here, with some sort of fire technique."

Something caught Hunters eye; he picked up a piece of shiny metal and showed it to the others. "What do you guys make of this?"

"Hmmm," Rafe examined the metal, "It looks like a special material used to make Level 3. Plasma grenades."

"You mean like those ones Spectra used while we were fighting earlier?" Blackfire asked.

"He must have been behind this,"Terraspin guessed "But how?"

"Of course!"Rafe realized "There's no way that Spectra would come out of nowhere, and cause a panic in Bellwood, just for the sake of it. He must have been after something else."

"He's right," Paige agreed "If I didn't know any better, I think he wanted to get arrested. That way, we'd bring him to the base, so he could break his teammates out of prison."

"Impossible," Aldron argued "We confiscated his weapons before locking him away."

"Apparently, you didn't do a thorough check;" Ben, who turned back to normal, quipped "He must've snuck in some other devices before he was brought down here."

Before the others could contemplate this any further, they heard a booming sound that came from topside, where the base was.

"Talk about De ja vou," Fabia commented.

Ben scrolled through the ultimatrix holograms before slamming it down. In a bright flash of light, Ben transformed into a being that looked a like a blue raptor wearing black clothing over his torso. Ball like objects were at the bottom of his feet and he wore a helmet with a pointy end to it.

"**XLR8!" **He yelled in a rapsy voice, which made him sound like he had a sore throat. "I'll go on a head." XLR8 said to the other. Suddenly, a visor slid down his helmet, covering his face. Soon, XLR8 dashes through the halls, leaving behind a black and blue blur in his trail.

Back at topside of the Plumber's base, several plumbers found themselves being thrashed or blasted at by non-other than the Savage Six, who wanted pay back against the plumbers who put them in prison. They struggled to fight back, but the teen criminals proved to be too strong.

Gus leaped into the air, before coming down with a mighty slam of his fists against the floor. It created a shockwave which knocked the plumbers off their feet. Spectra tossed plasma bombs which sent a good number of plumbers flying, Kazarina chanted some sort of incantation which created a green-yellow tornado that sent several plumbers flying as well. One plumber tried to through a punch at Vlad, but the ghostly teen went intangible, leaving the plumber to hit nothing but air instead. Suddenly Vlad seemed to phased into the Plumber's body; and said plumber seemed to be unable to move. He levitated into the air before flying into a wall. The unconscious plumber was slumped against the wall as a cackling Vlad phased out of his body. Zeera was surrounded by some of the other plumbers who were prepared to blast her. An evil sneer appearing on her face, she was suddenly surrounded in a yellow outline, and her body grew up to about 30 feet. Glaring down at the plumbers, she backhanded them and sends them flying hard into nearby walls. Some of the remaining plumbers were trying to shoot lasers at Renton, whose amazing speed allowed him to dodge each and every one of them, before the came at the plumbers and delivered a barrage of kicks and punches knocking them off their feet.

"These guys are Plumbers?" Gus asked as he threw one to the side "How pathetic."

"They're not even good for a warm up." Zeera commented.

"But they are good for practice dummies," Kazarina added; the sorceress walked up to a helpless female plumber, who was on the floor.

"Please, I have a family," The female Plumber begged.

"Oh beg some more," Kazarina scoffed as she prepared a fire spell "It's much sweeter that way."

Suddenly, the female plumber was carried away by a black and blue blur, allowing the fire blast to hit where she previously was. Surprised, Kazarina, along with the other five, turned their heads to see a black and blue veliceraptor-like creature placing the plumber gently on her feet. She quickly ran for her life before XLR8 turned his attention to the SS.

"You guys had your fun, but time to get your butts back in your cells." XLR8 demanded as he got into fighting stance.

Renton snorted "You're welcome to try, Ben Tennyson."

XLR8's visor covered his face again, and he dashed towards the teenage criminals. However, Renton dashed at a surprisingly faster pace towards XLR8, and with a swift leg sweep, XLR8 was caught off balance and sent somersaulting onto the floor; landing on his back. XLR8's body flashed green and Ben was back to normal.

"Did you know that can run twice as fast as Kinecelerans?"

Ben groaned as he rubbed his head. "I do now,"

Gus chuckled as he began to approach Ben, "Something tells me this kid will be a lot more fun,"

When he got half-way, Gus felt a small tremor under his feet. "Huh?" he looked down, only to see an orange fist erupt out of the ground and slam his face. The giant was sent skidding towards his teammates. The Savage Six looked to see Blackfire stand protectively in front of Ben. Behind her, the rest of the team as well as Aldron phased through the floor, thanks to Fabia's ghost powers. The ghost teen went to Ben, and she helped him up.

"We can do this the easy way, or the hard way." Blackfire said with glowing eyes before cracking her knuckles "But I'm willing to go with the latter."

The Six were unfazed by her statement, as Spectra's grin became more unsettling "Attack Pattern: Alpha!" he declared. He pulled out a laser gun, and fired it at the

"Scatter!" Ben yelled, as he and they others did said action to evade the laser.

Once Ben got back on his feet, he turned to see Gus approaching him again, cracking his knuckles menacingly "You want a muscle match? Fourarms will be happy to oblige!" Ben slapped the ultimatrix and was covered in green light. In Ben's place was a different being; but it was not Fourarms. Its body was yellowish with black stripes all over it. It had spiky shoulders with two toed feet and hands that looked like pincers or extremely pointy magnets. Unlike the rest of its body, its head was a round, metallic head with greenish eyes. The head was not connected to the body, but floated in between its spiky shoulders.

"**LODESTAR!" **The form yelled. It had a mechanical edge to its voice and its mouth didn't move when it spoke. Lodestar looks at himself, and sighs "Sometimes, I don't know why I bother."

Suddenly, Lodestar heard roaring. He looked up to see Brick charging towards. The Biosavartian raised his pincher-like hands, and a green-force field formed around him. Brick unleashed a punch onto the force-field, while it shook a bit, it protected Lodestar.

Hunter took this as an opening and flew towards the distracted brute, ready to deliver an electric-coated fist to his skull. However, he caught Hunter with a glance of his eye, and side-stepped him, and slammed both his fists against Hunter's back causing him to crash into the floor.

Paige; in mid-air, uses her gravity powers to levitate two large circular tables. She hurls them at Kazarina, only for them to go flying off the side when she waves her arms. She crosses her arms in an 'X' pattern, and waves them, sending a yellow, crescent-shaped shockwave at Paige, which drives her into the ceiling.

Fabia and Vlad are trading blows; both manage to either dodge or block the others attack. Vlad comes at her with a jumping spin kick, but she ducks away and gets behind the ghost hybrid. Dodging two more strikes, Fabia counters with a punch. But Vlad catches it.

"You fight like a girl," Vlad said obnoxiously. Before Fabia could respond, a large shadow loomed over her. She looked up to see a giant Zeera towering over the Bgztlian.

"And you're gonna croak like a frog." She lifted up her foot, preparing to stomp on the Bgztlian plumber in training. But Fabia was faster; she went intangible and phased through the floor, just barely managing to avoid getting literally squashed like a bug.

Rafe transformed his hands into violet-coloured energy blades, as he flew towards Vlad. He swung his blade attempting to cut him up, but the Ectonurite-hybrid went intangible, allowing the blades to cut nothing but air. Vlad became tangible again before his fingers turned into black, razor-sharp claws. Rafe was unprepared his chest was swiped at by the claws, scratching his robot armor. Before he could respond, the Ectonurite's chest opened, to reveal striped black and white tentacles, which latched onto Rafe. The could do nothing as his body was bombarded with light pink electricity. Vlad smirk became sadistic as Rafe screamed in pain.

"Rafe!" Fabia cried out when she noticed the Coluan's predicament. "I'm coming!" She flew to Rafe's aid, readying a punch at Vlad. But when she got halfway, Kazarina appeared in a '_POOF'_ of a turquoise cloud, and she directed her hands at the incoming girl.

"_Lorem__ardentis__Gurgesus_!" she chanted. Suddenly, a large beam of cyan blue energy, surrounded by fiery, dark-blue spirals erupted from Kazarina's hands and towards Fabia. She was unable to defend herself as she was hit in the gut by the enchanting attack. She was sent flying through the room and crashed into a wall.

Hunter was sucker-punched upward in the gut by Gus, before the big brute delivered a left hook in the face, which sent the flying towards Paige, knocking them both down onto the floor.

Lodestar raised his pinchers, and sent out green magnetic waves, which cause debris made of metal to levitate into the air. The Biosavartian motioned his hands and sent the metal pieces at Gus, soon burying him in a mountain of debris.

Before Lodestar could do anything else, he was struck in the back by a purple energy beam. He fell to the ground; Vlad, who was the source of the beam, was cackling behind him.

Komi noticed Lodestar's dilemma, and she turned her fiery glare at Vlad "You Klorbag!" She practically roared as before she rocketed at the Ectonurite ready to punch his skull. But she was suddenly grabbed by her throat by big Zeera.

"Big mistake, honey." The alien giantess said mockingly before she slammed the former Tamaranean criminal to the ground. She groaned in pain.

"I guess this fights over," Gus, who managed to get out of the debris said

"That was too easy," Vlad bragged.

"And I was hoping these guys would generate a much greater effort, how disappointing." Kazarina commented.

"Let's just finish this last one, and be on our way." Spectra stated as he walked towards Blackfire. He pulled out his gun crimson-red energy began to generate at the barrel. Lodestar recovered from the damage he took, and noticed the weapon he pointed at Blackfire. His eyes widened; he recognised it a Level.5 Tech weapnary, technology too advanced even for human plumbers. And from what Lodestar could see, it was at its maximum setting.

"KOMI!" Without thinking, Lodestar stood in front of the Tamaranean to protect her from the blast, only to take it in himself. The magnetic alien screamed in intense pain; Lodestar's body flashed green and Ben was back to normal, as the energy assault continues. Ben's face is all strained from the pain he is enduring. It slowly softens, as if he was about to pass out…or worse.

(Inside Ben's mind)

Ben's life seemed to flash before his eyes: Ten year old Ben about to activate the Omnitrix, Stinkfly evading a mutant Parakeet while carrying Gwen, Ben shooting at Vilgax with a laser gun, Upchuck fighting Driscoll, meeting Julie for the first time, Swampfire battling the DNAliens, Big Chill fighting Vulkanus, meeting Alan Albright, first time meeting of Helen Wheels and Manny Armstrong, reuniting with Grandpa Max in the Null Void, the war against the Highbreed, Ultimate Spidermonkey fighting Bivalvan, Ultimate Big Chill fighting Galapagus, Water Hazard shooting water blasts at Overlord, battles with Aggregor and Ultimate Kevin, Ben getting hugged by Elena Validus, the battle against Diagon and Vilgax; countless images of Ben's life filled his mind until finally, the images got to one of his most recent ones; getting kissed by Blackfire.

(Back to reality)

Ben's eyes snapped wide open; glowing a bright greenish-white, and he frowns angrily. Much to the shock of everyone present, Ben's body seemed to absorb Spectra's energy, until the 16 year old's body was surrounded in a red aura.

'_He absorbed my energy?!' _Spectra thought with shock,_ "But how? He's not in his Crystalsapien form!"_

Ben clenches his teeth and fists, as he steadies his balance; the aura surrounding him changes from red to young teenager lets out a mighty yell, and his body glows even brighter. He suddenly unleashed a large and powerful beam of energy from his body, which heads directly towards the completely stunned Savage Six. Everyone could see that the beam left behind a long narrow crater. The SS could do nothing to defend themselves as they were consumed by the energy and the blast continued until it was right out of the plumber's base. Soon, the incredible energy assault ceased. Ben's body still glowed but he was beginning to calm down.

"Did you see what he just did?!" Paige said with shock.

"Now that's what I call 'Awesome'." Replied an equally impressed Hunter.

Ben collapses onto the ground from exhaustion, his body ceasing to glow. Aldron and the others immediately rushed to his side; a worried Blackfire kneels down and holds Ben in her arms, as the others surround them.

"Ben, are you alright?" she asked with concern.

Ben soon regains consciousness, "Hey Komi," he said weakly, before looking at the others "Hey guys, what happened to Spectra and the others?"

"They're gone," Rafe answered as everyone turn to the giant hole Ben created.

"There's no way they could've survived that," Paige stated.

"Believe me," Aldron started to say "The Six can't be beaten that easily. Something tells me we haven't seen the last of them."

Rafe had a contemplative look on his face, which the others didn't notice _'Something is definitely happening to Ben,' _he thought _'But just what is it?'_

Later, the plumbers were at work at repairing the base. As they did so, Ben, his team and Aldron were talking in private.

"So, you decided to take up my offer?" the magister asked.

"Yeah, I've thought about what you told me earlier," Ben said genuinely "You were right; there's still so much for me to learn if I'm gonna be a greater hero than I am now."

"And you won't have to do it alone,"

Ben looked behind him to see Komi, Hunter, Rafe, Fabia and Paige giving Ben reassuring smiles. Ben smiled back at them.

"Welcome to my training course Ben Tennyson." Magister Aldron offered Ben his hand, which the young hero took. With that, the two shook hands. Little did everyone know, their lives would change forever after today.

Back at the lair of the mystery villain:

The Savage Six stood right in front of their mistress; going down on one knee.

"Mistress," Spectra said "The mission was a success."

"You've done well Spectra," she said ominously "Now we can move on to the next phase of our plan."

She presses a button, and suddenly, the monitor flashed, and an image of a certain brunette teen boy, with a green jacket, blue pants and a green device on his right arm appeared.

An ominous, yet mischievous laughter could be heard from the woman.

**End Of Chapter:**

**And there you go; the second chapter of my story. I made sure to make the fighting scenes as epic as possible, especially now that Ben and his friends have brand new enemies (which by the way, I created myself) who are just as tough as Vilgax. Maybe even tougher. But who is the mysterious villainess who they serve under? And why is she interested in Ben?**

**(I'll give you a hint: She's a DC Comic character)**

**Review and I'll make sure I update before the end of the month.**


	3. Episode 3: The Road To Undertown

**Sorry if I took too long to update. Believe me I planned to update sooner, but due to an inconvenience regarding my computer, I was forced to re-schedule. That and I was busy with school. But on the upside, once I finished my November exams, I'm free to complete more chapters, so next time it won't take as long.**

DISCLAIMER: I do not own Ben 10 Characters from the series or any other characters you might be familiar with. But there are a few original characters used in the story I will claim ownership of.

Episode 3: "The Road To Undertown"

**Opening shot: **The masked-female, and the Savage Six; Spectra, Kazarina, Zeera, Renton, Gus and Vlad are watching video footages of a certain brunette teen boy in action.

"So see?" she asked her underlings "It seems that young Tennyson's skills have developed at quite a rapid pace. He's certainly not the same as he was 5 years ago."

Vlad scoffed "But what is it about some simple human you find so interesting?"

The woman turned to the ghostly teen, the look she gave him was a mixture of impassive and coldness. This caused Gus to shiver a bit with fear.

"That '_simple human'_, Vlad, possesses a great power," she said before looking back at the screen. "And I'm not referring to the Ultimatrix. Ben Tennyson holds a special power which even he is not aware of. One too great to be left unrestrained. Which I'm sure you might be aware about…Spectra,"

The alien in question nodded, "I remember in our previous encounter with his teammates, Ben Tennyson was somehow able to absorb my energy and used it against me…while in his human form no less." Spectra said, recalling the battle the Savage Six had with Ben and his team at plumber's base, as well as the events leading to Ben using Spectra's own energy against him. "If I'm not mistaken, only Crystalsapiens and Conductoids are capable of such ability, but never in my life have I seen a human do anything like it."

Gus scoffed "Kid got lucky," he said "He's still just a simple human to me, so the next time I see him, I'll turn his life into a living nightmare," the big brute said as he smiled nastily.

"Don't get cocky Gus," the woman told him calmly but firmly, causing Vlad's smile to disappear and be replaced with a slightly more nervous one. "Regardless of his age, Ben Tennyson is not a push-over. Need I remind all of you how he single-handled managed to defeat you all not too long ago,"

This caused some of the Savage Six teens to flinch.

"That's more than enough to prove that Ben Tennyson is no ordinary human," the woman continued "Which is why I need all of you to bring him to our side."

The Savage Six were a little taken aback by this. They wanted the hero of the universe to be one of them? While those like Zeera, Renton and Vlad mentally believed this could benefit their team when it came to dealing with their enemies, Gus and Spectra thought the opposite as they both had a personal grudge against Ben for beating them, and they wished to make him pay for it. Kazarina on the other hand was skeptical.

"Uh, no offense Mistress," Kazarina said "But after our last, 'meeting', with Tennyson, I doubt he'd be willing to join us. _'Hey Ben, we're the guys who tried to destroy you and your friends. By the way, wanna join our team?'_"

The woman chuckled, but not from Kazarina's joke "Oh I'm well aware that Ben will be so willing to join us if he knew of our intentions." She turned to face the six again "You're orders are clear; bring Ben Tennyson to me, use any possible force if you have to. And if his little teammates get in your way… eliminate them."

"Understood, Mistress Ravenger." Spectra, Kazarina, Vlad, Zeera, Gus and Renton said in unison.

"Excellent," Ravanger smirked behind her mask.

Opening Theme: _"We Will Be Heroes" By John Loeffler and Kirsten Price_

Lasers pop out from the wall panels and open fire against Rafe and Hunter, but they easily avoid all the shots and going for an attack. The Coluan converts his hands into missile launchers and unleashes a salvo that destroys half of the guns with remarkable efficiency, while the Winathian takes out the rest with a wave of lightning strikes.

Two large robots suddenly step in from portals that open up in the walls. Komi takes position; she crosses her arms and her body became outlined in light purple energy. The Tamaranean then opened her arms, and multiple violet orbs of energy appeared around her. She then spins her body like a top, firing the orbs at the robots, destroying a good number of them.

Three large laser cannons emerge from recessed panels in the floor, but suddenly, a muscular orange and white bipedal tiger-like alien drops into view and bends the barrel of one of them as if it were a piece of taffy. Rath; as the tiger is known as, tears the cannon from its moorings and does an Olympic-style hammer throw to sling it away. It skids across the floor and wrecks the other two. The Appoplexian pleased with himself; a robot looms up behind the Appoplexian and catches him in its huge hands. Rafe jumps onto its back and his fingers turn into robotic tentacles that enter the robots hardware, causing it to short circuit.

After Rafe jumps off, Rath throws off the hotwired robot, which collapses, and Rafe lands in a crouch near the camera before running off again. Fabia runs to Rath and springs up just before reaching him; he catches one foot and boosts her into a series of flips that carries her down the corridor.

Batteries of lasers emerge from behind the walls and cut loose against Fabia, who continues her gymnastic advance. Not one shot hits her, but the positioning of the turrets on opposite walls results in their blowing each other to bits by the time she has reached the end of the gauntlet. She lands with her back to the camera, surveying her triumph, then turns to face front, with a confident smile.

Bat-like robots ejected from the ceiling and flew towards Paige. Red energy-beams were fired from their eyes and Paige projected and gravitational shield in front of her, protecting her from the rays. However one got past her counter attack and struck her in the gut, causing her to fall to the ground.

The robot bats fired more energy blasts at the human-xanthuan hybrid girl, but Hunter suddenly appeared in front of her and projected a blue force-field to protect himself and Fabia. When his defense dissipated, the Winathian unleashed multiple bolts of blue electricity at the robot bats, causing them to short-circuit and de-activate.

"I had it under control!"Paige objected.

"Except for the part where you didn't," Hunter said smugly, causing the Xanthuan to make a face.

It took a bit of time, but the plumber's; with the help of Ben's team, managed to repair the damage caused during the battle against the Savage Six, and things were pretty much back to normal. Magister Zyhtroe decided it was time to train Ben and his teammates, so he reserved the main training room for them.

After everyone else destroyed their remaining share of robots, the six teens stood in a line; Rath transformed back into Ben, and Magister Zythroe approached them.

"Not too shabby, everyone." He commented. "However, robots and obstacle courses only prove so much. The plumbers demand alien operatives who can function properly in the real world."

"Uh, technically I'm human," Ben pointed out.

"And I'm half human," Paige added.

"I agree with the magister." Hunter said with a smug smile "We can't afford any weak links on our team."

"What's that supposed to mean?" Paige said raising an eyebrow, though see had a good idea what.

Hunter panicked as he realized his mistake "N-No! What I mean…is that…we need more experienced plumbers on our side. I-I'm not saying you're not experienced, I…is it hot in here?" a blushing Hunter said as he pulled his collar.

"It's okay Hunter, I get it." Paige said. "You Winathians don't tolerate helpless little girls." He added, referring to how Hunter helped her with the robots.

"Oooooo," Fabia and Komi said in unison.

"What, no! I don't think you're helpless, you're strong." Hunter then blushed again "Not that I think you're strong, I'm mean…you're not a weakling but…"

Hunter didn't finish as Ben covered his mouth and dragged him away.

"Don't fight it," he told him "You'll thank me later."

The team then decided to have lunch so they came across the kitchen, where Max Tennsyson was preparing…"lunch" is probably not the word I'd use.

"Hey Grandpa, what's cooking?" Ben asked.

"Oh I'm cooking something that will fill your stomachs; Centurian Gulash!" Max smiled. Suddenly, huge tentacles emerged from the pot and grabbed Ben and Fabia. Max grabbed a laser rifle and zapped the tentacle. It shrieked and returned inside the pot. "They're still fresh," Max stated.

"Uh, no thanks," Paige stuttered "I think we'll eat something that doesn't fall under the tentacle-food group." He said in a grossed out tone.

"By the way, I reci-"before Max could continue, the alarm sound went out. They ran to the Control Room and checked the problem. "There's trouble in section 29-B!"

"Send back-up once we arrive, Grandpa!" Ben told him "Let's go team!" he and the others headed towards the elevator.

The team arrived at the marked area where a huge crater stood before them, next to the remaining building of that area.

"Whoa," Ben commented "Bye-bye building."

"Hey guys, look!" Fabia said. The others looked to where she was pointing. They saw four alien figures causing mischief.

The first figure looked like a caterpillar-like alien with blue life-support power armor.

The second alien had a humanoid chicken-like appearance, having feathers and a beak. He also had two bandoliers connecting together on his chest. His upper half is beige, the lower half is brown, had orange feet-like hands and sticking out of his head on the top as well as his bottom are red feathers.

The third alien was a pink alien with yellow eyes inside an orange and black power armor.

And the fourth alien's appearance was similar to a warthog, he wore a T-shirt and purple shorts. He also wore a belt with a mark that looks like a silhouette of warthog

"You know the drill, Pakmar." The Caterpillar alien said, In his grip was a little green alien with warts on his face popped out of the toilet. His eyes are on the side of his face similar to birds. He wears a small black suit and silver armor. "You pay us tadenite, and we avoid having cause trouble."

"Please," the small alien begged "Business has been slow lately. I'll pay you tadenite when I get the chance."

"Looks like its hero time guys!" with that, Ben activated the Ultimatrix and scrolled through the alien holograms until he came to a certain one he wanted. "Here's a new one I wanted to try out." He slammed down the dial and was bathed in green light. The light faded and Ben was replaced by what resembled a cross between a pterodactyl and a glider. He had a beak like mouth. His wings were rather small and resembled a glider and were connected to a 'jetpack' like structure on his back. He had a large yellow beak, green eyes, black and green clothing on shoulders and waist, green braces around wrists and ankles, and yellow wings. He wore the Ultimatrix symbol on his chest.

"**ASTRODACTYL!" **the alien cawed. Using the jetpack on his back, he flew straight towards the aliens.

"Pick on someone your own size, Bubble Helmet!" the lizard turned to the source of the voice, only to see Astrodactyl fly towards him and delivered a swift kick to his chest, causing the caterpillar to be sent flying off his feet and lose his grip on the small alien.

He started plummeting but Fabia quickly caught him "Gotcha!" she then gently puts him down on his feet.

"Didn't your mom ever tell you not to leave a mess in someone else's home?" Astrodactyl quipped.

"This does not concern you or your friends, Ben Tennyson." scoff Bubble Helmet.

"Well it does concern us, now." Frowned Paige.

"Oh, looks like someone needs to teach these guys a lesson." said Bubble Helmet as he placed a box inside his arm and pull out two staffs.

"Ooh, let me guess: You're the ones who are gonna teach it to us." joked Hunter. Bubble Helmet start spinning his staffs, firing lasers everywhere. The teens were forced to scatter; Astrodactyl managed to dodge the lasers by flying out of the way, Fabia went intangible and the lasers passed through her harmlessly, Hunter and Komi projected blue and violet force-fields respectively, and Rafe got in front of Paige and create a robotic-shield with his right hand.

Firing a sonic boom from his jetpack, Astrodactyl rocketed towards Bubble Helmet and tackled him across the area. Fistina attempts to strike Komi with punches, but the Tamaranean dodges them easily and then grabs Fistina by her arm and flips her over her shoulder, slamming her to the ground in the process.

Rafe and Fabia confronted Thunderpig. The pig alien spun his energy-mace in the air and swung it at his adversaries. While Fabia managed to dodge it, Rafe however allowed the mace to wrap around his forearm. Using his robotic strength, Rafe reeled in Thunderpig, enlarged his fist and sucker-punched the warthog alien sending him flying towards Fabia. The Bgztlian went intangible, allowing Thunderpig to go through, before going tangible and grab his foot. She gave him a good spin, and threw him hard towards a just-recovered Fistina.

Hunter faced Liam the alien-chicken. He displays his arm blades and started making swift slashing motions as if trying to intimidate his opponent, before dropping in fighting stance. Hunter just stared for a second, and then he casually pointed his finger at Liam and fired a stream of blue electricity. The alien-chicken couldn't defend himself as his entire body was zapped by blue lighting. Covered in black ash, he fell on his back.

Asrodactyl shot out a green energy whip from his wraist, which wrapped around Bubble Helemt. Once he was tied, Astrodactyl gave the whip a good pull off of the caterpillar, causing him to spin like a top right into Fistina and Thunderpig, causing them to fall to the ground.

"Retreat!" Bubble Helmet declared as he and his fellow felons made a run for it. However, Rafe pointed his index finger towards the withdrawing villains and a hole appeared in it. It shot out a small tick-like device which attached itself on the back of an unknowing Bubble Helmet's suit. It started beeping.

As the team gathered, Astrodactyl touched the Ultimatrix symbol and Ben returned to his human body. Suddenly the little alien popped out of a broken toilet.

"Are they gone?" the alien asked.

"Relax little guy," Paige told him "Those guys won't be back any time soon,"

"Who are you anyway?" Komi asked the alien.

"Pakmar," he answered as he climbed out of the toilet. "This is my place…was my place. Pakmar's place!"

"Well you're safe now," Ben told him confidently.

"My heroes…" Pakmar said with blunt sarcasm. He then picked up a broom & dustpan, and started sweeping up what was left of his shop.

"Can we help?" Fabia offered.

"No!" Pakmar objected "Just go away. I don't want any more trouble."

"I…think it's a little too late for that dude," Hunter commented.

"All I wanted was to run my toilet emporium in peace," Pakmar said "Now it's in pieces." He added with grief.

Ben and Hunter set up a strange device upright, and the former pressed a button. The seat tilted and spun while a claw popped up, squirted purple liquid as it spinned and made a toilet flush.

"Meh, different aliens have different needs."Pakmar shrugged.

"Don't even wanna know," Ben said.

"So um…" Paige said, trying to change the subject. "Those guys that did this to your place, dissatisfied customers?" she asked.

"Hardly," Pakmar answered "Some off-world lowlifes are shaking down us law-biding businessmen," he explained "We pay them Tadenite, they pay us. Only, we don't pay, they're the ones we need the protecting from."

"Have they threatened anyone else?" Rafe asked.

"Only every alien shop in Bellwood. Yeesh kid, where ya been?" he asked before he continued sweeping.

The others looked at each other in thought.

Later, the gang went to track down the 3 felons that destroyed Pakmar's shop, thanks to the tracking device Rafe implanted in one of them. Their search leads them to what looked like a cave.

"You sure this is where they went Rafe?" Komi asked skeptically.

"Affirmative, my tracking signal states that the suspects came through this tunnel." Rafe answered.

"No doubt to their secret hideout," Paige agreed.

"Looks kinda like an old abandoned railway tunnel." Fabia commented "Do you know about this place Ben?" she asked the young hero.

"Not…really," Ben admitted. "I haven't been to this part of Bellwood before."

With that, the teens entered the tunnel, unaware a certain team of mercenaries were following them.

"Keep your guard up guys," Ben told his friends as they continued walking "Trouble could pop out any time."

Komi suddenly sensed something coming their way fast.

"Everyone get down!" she pushed her friends to the ground, just in time as a large red energy beam went above them. After the beam disappeared, the six teens looked towards the source. Much to their very shock, it was none other than Spectra (who fired the laser), Gus, Kazarina, Renton, Vlad and Zeera.

"You don't know the half of it." Chuckled Renton.

"The Savage Six?!" Fabia exclaimed "What are you guys doing here?"

"Let's just say our boss send us to do some errands," Vlad quipped "And guess what; getting rid of you guys is first on our list." He added with acidic humor.

Our heroes got battle ready. "You guys got lucky last time, but this time we're ready for you." Hunter said.

"Destroy them all," Spectra said "Except for Tennyson." He added pointing at Ben. "Mistress Ravanger has very, _**special **_plans for you."

"Who's Ravenger?" Ben asked.

"Oh, you'll find out soon enough." He grinned sadistically.

"Judging from your disturbing smile, something tells me I don't want to," Ben said as he activated the Ultimatrix. Scrolling through the holograms, he chose an alien, slammed down the dial. In a blinding flash of light, Ben had turned into one of the most unusual forms he ever had. This form was in a big and stout metal armor of some sort. Personally, it looked like an old fashioned stove with arms and legs.

"**NRG!" **the new form yelled in a Russian accent.

"Hit them hard, and hit them fast," Prypiatosian told his team before he fired a yellow-orange beam of energy from his visor at the enemies, who quickly managed to evade.

Because there wasn't enough room in the tunnel, Zeera was forced to rely on hand-to-hand combat to deal with Komi. Not that it did her much good; with a combination of superhuman strength and rapid blackbolt fires, the Tamaranean managed to easily over power Zeera.

Fabia and Vlad confronted each other; with the latter swiping at the former with razor-sharp claws. Fabia was able to dodge most of them until a claw swiped her on her side, causing her to hiss in pain and glare daggers at her ghostly rival.

"You're out of your league Bgztlian." Laughed Vlad as he prepared deliver a punch, but Fabia recovered and caught it with ease.

"And what League is that?" Fabia quipped. She placed her free-hand in front of the Human-Ectonurite's face. Before he could say anything, and blinding light of plasma energy flashed from Fabia's hands. Because it was close-ranged, Vlad was practically blinded. He grasped his face in intense pain from the light; Fabia used this as an opening to do a low-sweep kick to make Vlad fall on his back.

Hunter created energy-whips out of blue electricity and lashed them out at Renton, who used his speed to evade every strike.

Gus is driven back against the wall of the tunnel, then stares pop-eyed and leaps away before an orange energy beam could strike him. His trajectory carries him down behind NRG, and dives from the next shot. The big brute claps his hands hard, creating a shockwave that sends the armored-alien into the wall amid a thick cloud of dust; just after he lands, his face goes slack and NRG emerges intact for another go. When Gus tries a flurry of punches against the metal chest, he ends up with nothing but a pair of red, swollen hands and enough pain to make him whimper a bit.

"My turn," NRG said as he raised his fist.

"Oh, crud."

Gus takes the blow and goes tumbling down the rail; above him, Kazarina swoops in for a little low-altitude dog fighting. Turquoise fireballs formed around her body, and she made a hand motion, causing the fireballs to be projected towards the armored alien. The fireballs made impact, but much to her shock when the smoke clear, NRG didn't receive so much as a scratch. He fired a radiation beam from his visor, and this time however, the ray was twice as big and was covered in flame-like spirals. Kazarina could only gawk, as she was struck square in the gut and sent flying up against the ceiling. She fell back to the ground with a thud.

"Whoa," NRG said in awe "I know I didn't put _that_ much into it."

"Guess all that training's really starting to pay off," Hunter commented.

Before NRG could respond, he turned to see a furious Gus charging at him

Rafe, who just managed to deal with Renton, saw NRG dealing with Gus and rushed to his side to aid him.NRG then noticed a growing light behind them and saw a hover truck heading toward them. The Prypiatosian-B managed to push Gus away from him, but he got hit by the truck with Rafe hanging on his back.

"Hey! You took out my brake!" the driver scowled.

"Well, _you _ran us over!" NRG shot back. They got dragged across the rail, as the others watched. They then noticed the Savage Six slowly recovering.

"I got it!" Komi said as she ran up front and fired a barrage of blackbolts from her hands at the tunnel ceiling. This caused the ceiling to collapse onto the unsuspecting mercenaries, burying them in a mountain of rubble.

"Good job Komi" Paige said "Now let's go."

Paige, Hunter, Komi and Fabia flew to where Ben and Rafe have been dragged. Speaking of whom, the driver finally stop and send NRG and Rafe flying backward. Then the truck driver did his announcement of the stop, the aliens came out, dizzy and nauseous then he took off.

"Hey, you don't have brakes!" Rafe called out but he didn't hear him.

NRG slapped the Ultimatrix symbol and morphed back into Ben."It'll come to him," he said.

"Ben! Rafe!" the duo turned behind them to see the rest of the team coming their way.

"You guys okay?" Paige asked.

"Don't worry, we'll live." Ben assured the Human-Xanthuan hybrid teen.

"It's hard enough we gotta track down a gang of criminals," Hunter started "Now we gotta do it with the Savage Six on our backs?"

"What could they possibly be after us for?" Fabia asked "Think their mad at us for beating them last time?"

"We'll solve that puzzle later," Komi told her "Right now, we've got felons to trackdown."

The teens then brought their attention to their current location.

"What's a city doing underground?" ask Ben.

"They started living here after the Earth becomes an open system." explain Rafe.

"I know that! I help the system but why are they doing living underground?" ask Ben again.

"I can't believe this place," Fabia said in fascination "Come on," she said to the others "Let's look around." With that, the gang proceeded to ask questions of the current whereabouts of Bubble Helmet and his group.

Back inside the tunnel; where the Savage Six was buried under the rubble. The rubble began to shake a bit and suddenly a roaring Gus bursts through it, with his teammates behind him.

"That could've gone better," Zeera grumbled.

"A minor setback,"

"Those lousy little brats!" Gus hissed "They are so gonna get a beat down for this."

"Keep your hands off the Bgztlian," Vlad warned the Muscular mercenary "She's mine."

"I can care less of what you do with the others," Spectra said honestly "But don't forget our primary objective. We mustn't disappoint Ravenger."

With a combination of receiving information from civilians and following Rafe's tracking device, the gang's search lead them to the Gas House, a bar that was filled with toxic gas for aliens who can't breathe Earth's atmosphere. Ben tried getting a look inside through the window, when a fish-like alien appeared, startling the young hero.

"Use the service entrance," the alien said.

Ben proceeded to enter when Rafe halted him.

"I recommend transforming first Ben," Rafe advised "That's poisonous gas in there."

Ben nodded, and he activated the Ultimatrix, selecting a random alien. Slamming the dial, he was bathed in green light. In his place was a big, two legged turtle like creature. It's arms were rather more like flippers and he had holes on his chest.

"**TERRASPIN!" **the Geochelone Aerio announced.

With that, Rafe kicked opened the door before working in "Appendages in the air," he ordered as he held up his plumber's badge. Everyone remained staring at Rook, confused and some raise their tentacles.

"Will you cool it with the badge?" Terraspin asked Rafe "We're not cops." Walking in front, Terraspin retracted his head into his shell, and his flippers and legs converted into three, fan-like blades. He proceeded to use his wind powers to vent away the toxic air from the atmosphere. This left the aliens to start gagging for toxic air.With the gas gone, it was safe for the others to enter.

"Well, you might be a cop," Terraspin said with a smirk "I'm a superhero."

"There he is!" Hunter said, pointing to the suspect; Bubble Helmet. The alien makes a run for it and the others go after. He quickly ran to the counter to grab his helmet but Paige beat him to it.

"Nice hang out," the Xanthuan quipped as she tossed the helmet to Fabia.

"Great atmosphere," Terraspin quipped. Bubble Helmet started gasping hard and fell on his knees.

"Alright Fishface, start talking," Komi demanded "Who's behind those shake downs all over Bellwood?"

"I'll tell you...as soon as I can...breath!" gasped Bubble Helmet.

"Sounds fair to me,"Fabia said as she puts the helmet back on.

"Fabia, no!" Terraspin objected. But it was too late as the Bgztlian already places the helmet back. Bubble Helmet grinned and turned the button on his armor, filling up his armor with toxic air then he blast off and fly out of the Gas House.

"Oops," a sheepish Fabia said, as an anime sweatdrop appeared on her temple.

"Fabia," Komi said calmly "Could you come here please?" the Tamaranean motioned her hand for Fabia to come closer to her, who did so.

"Yeah?"

Komi suddenly slapped Fabia across the face, causing her to yelp in pain.

"We gotta follow him," Ben told the others "Whoever is behind those shakedowns in Bellwood, Bubble Helmet might lead us to them." He then pulled out, what looked like a black and green, rectangular board from his back. "It's a good thing I kept this."

It was the X321; the hover-board Tetrax gave Ben when he was 10.

"Let's go!"

Ben hopped on the X321 and flew out through the entrance of the bar, with his teammates following him. The six heroes chased Bubble Helmet through the Undertown subway. Though the alien criminal was ahead, they were able to follow the blue smoke which came from his rockets.

Somewhere in the old train station, several aliens are arming the explosive devices. On the upper level, an alien named Tummyhead turned to face his boss, who was dialing the computers.

"You will take those shake down machines to the surface and fan out to the entire city." said the mysterious figure.

"But boss," the lower head of Tummyhead's body said "Only the alien stores have the tadenite to pay us in." he pointed out.

The being slammed his fist against a machine. He walked up to Tummyhead, and slapped him across the face. He place his hand on his first head as he started to shed tears.

"Dolt! **Fear…** is my currency." He practically hissed. "All money is just a way to keep score. My reputation will be made, once the whole city fears the name…"

"Ben 10!" he was cut off by the cry of Bubble Helmet flying into the area. "They're after me boss!" he cried, with the six plumbers' in pursuit. Fabia managed to fly ahead, and tackles Bubble Helmet down, skidding him across the floor to the halt.

"We had a deal!" Fabia snapped.

"Fabia, Head up!" Ben called out.

Confused, Fabia looked up to see several of the alien criminals all staring at the Bgztlian.

"Oh," she muttered. She was joined by the others, and the six teen plumbers raise their hands into the air.

"Perfect," Paige muttered.

All the alien criminals pointed their weapons at our heroes, ready to fire. It gave Bubble Helmet the chance to run to the side of his allies.

"Check it out," Ben said to his teammates "A boat load of those shakedown machines. That spells 'A boat load of shakedown'."

"Quite numerous, don't you think?" Rafe commented.

"No doubt," Hunter agreed "Enough to take out the city."

"Ben Tennyson," Everyone looked up to see what resembled a To'kustar with a skeletal appearance. His fin was round like a spike also it's mostly black with one white strip. He has spikes on his left and right hands and has a mark on his chin. His eyes have a short black line. "Here to ruin my plan?" he asked before smirking wickedly "I think not."

"Psyphon?!" Ben said in shocked, surprised to see Vilgax's former assistant "You're the one who's been jacking up the store's in Bellwood?" putting his hands down, he walked a few steps forward "You were always like…Vilgax's third toughest lackey."

"It seems you have…underestimated me," Psyphon responded, not losing his wicked smirk.

"Yeah, who wouldn't?"

"You, lead Ben Tennyson and his allies' right to me," Psyphon said, bring his attention to Bubble Helmet. "I don't know whether to thank you or kill you." He smirked evilly.

"Uh...Thank me?" ask Bubble Helmet then he receives an electrical shock from Psyphon and passes out.

"Thank you," Psyphon said as he retracted the energy ray into his arm. "You must be wondering what become of me, Ben Tennyson?"

"Not even a little bit," the brunette admitted.

"Of course, you still think of me as a servant. But now, I am master," he continued, wagging his finger "So you cannot imagine to joy, I have from saying this: Get them boys!" shouted Psyphon and all of his goons open fire. The six teens split up and evade the laser fires. Paige jumped from the device and side-kicked one of the alien while Komi uppercuts one into the air then did a split; sweep kicked their feet off the ground. The Human-

Meanwhile, Ben ran for cover into the box car; he activated his Ultimatrix.

"Come on, gimme something good," he said before slamming down the dial and was consumed in green light.

One of the aliens is about to enter the box car, but a punching sound was heard and the alien was knocked back. Then two metallic hands push the box car's edges wider as Ben emerged as what appeared to be a giant two legged armadillo in a metallic yellow armor. His arms were big and looked more than capable of packing a punch.

"**ARMODRILLO!"**

The Talpedan ripped some shakedown machines off the ground and tossed them in different directions.

Rafe and Hunter both hid behind the device and started shooting at the enemies then saw one alien on the box car behind Armodrillo.

"Ben! Behind you!" shouted Hunter. The alien blast Armodrillo's back and he growled in annoyance as he spun around, and used his jackhammer-arm to thrust the device at the alien, sending him flying.

He then bursts through the box car, where several more criminals were waiting.

"Break it up, people!" Armodrillo shouted, then he receives more laser shots, but his armor protected him. "Better yet, let _me_ break it up for you!" he said as he charged at the enemies. More thugs arrived but Rafe fires his arm-cannon and sends the barrels crashing down on them. He stood on top of the debris and aimed his arm-cannon at the enemies.

"Sorry, I don't have witty remarks." Rafe said.

"Don't force it, Rafe. Let the wise-cracks come to you." said Armodrillo. He suddenly got smashed and bore through three pillars by a shakedown device.

"Ben!" Hunter, Komi, Fabia, Rafe and Paige cried out.

"Uhhh..." moaned the Talpaedan as he looked up and saw Psyphon, who is holding another shakedown device and charge toward him at surprising speed. He got blown out of the wall and crash down to the other section of Undertown. He stood upright and look behind him as Psyphon appeared, hovering above the ground.

"Do you think I would be unprepared?" Psyphon asked, as he revealed an energy ray from his arm and fired red energy beam. Armodrillo blocked it with his right arm but suddenly his blood vessel started pumping wildly and then his right arms immediately slammed against the ground and unleashed a massive shockwave, travelling past Psyphon, and demolished the building and the wall in one attack. Then he couldn't control his arm as it started dragging him around.

"What's happening to me?!" Armodrillo asked as he continued to struggle for control of his arm.

Above the Undertown, the Savage Six were watching the battle with interest.

"Looks like this Psyphon guy's doing our job for us," Kazarina commented.

Spectra's eyes narrowed "We must separate them," he told the others "Remember, we need Tennyson alive if our mission is to succeed."

"My Exito Beam has overloaded your nervous system!" chuckle Psyphon.

"Somebody's gonna to hurt!" growl Armodrillo.

"Only by you, hero. Ha haha!" laughed Psyphon. Armodrillo looked at his left and saw a power generator. He quickly run toward it and slam his fist against it, causing him to get electrocuted. It released a short explosion and Armodrillo morph back into Ben, knocking him back.

"Gi-gi-gah!"Ben stuttered then Psyphon hover next to him.

"That unpleasant twitching effect is only temporary, but I have so many…sensations left to show you." grin Psyphon as he ready his energy ray.

Then he stop as he heard a scream and look behind him. The Savage Six were charging towards the two; Gus leaps into the air and lands between the alien and Ben. He snarls menacingly at Psyphon.

Thinking they were Ben's allies, Psyphon made a run for it. This didn't go unnoticed by Rafe.

"You guys help Ben," Rafe told Hunter, Komi, Fabia and Paige "I'm going after Psyphon."

With that, rockets popped out of Rafe's back and he launched himself through the air, after Psyphon. As instructed, Komi, Fabia, Paige and Hunter rushed to Ben's aid. However, Spectra noticed them approaching.

"Destroy them," Spectra ordered "Tennyson is mine."

Renton, Zeera, Gus, Vlad and Kazarina went to confront the teen plumbers; Gus cracked his knuckles, Kazarina warms up her spells, and Zeera grows into her giant form, now towering over our tense heroes. Last time they barely managed to beat the Savage Six together, but now with it being five against four, how would our heroes manage.

Zeera raised her foot and brings it down to the four

"Scatter!" Hunter called out. They managed to dodge by flying in different directions.

After landing on his feet, Hunter finds Renton dashing towards him and rams the Winathian head-first. He is driven back several yards and skids to a stop before a Gus, who tries to crush the electric teen with his fists but manages to barely evade, whereupon the ghostly Vlad pounces on Fabia and kicks her, causing her to roll on the ground, but she quickly recovers. Deciding to play off past experience, Fabia turns intangible to avoid getting swiped the Human-Ectonurite's claws, before swiftly turning tangible again and giving him a left-hook that caused him to stubble. Fabia takes a fighting stance; she was eager for payback against her ghost rival. Rather than get angry as one would expect, Vlad sneers and licks his lips as if anticipating a juicy bite of rare Bgztlian, and leaps back into the fray.

Komi is at fighting stance, waiting in case one of the villains jumped her. She suddenly felt a kick to the rear, which caused her to yelp. She looked behind her to Renton giving her an obnoxious grin.

"Catch me if you can!" Renton chuckled before dashing off.

A red tick mark formed on Komi's head as her facial expression became feral as he eyes were practically on fire "You Klorbag!" she exploded in a "Sakura Haruno"-like fashion, and she unleashed a massive blackbolt beam from her hands. Since a Tamaranean's powers come from emotions, her fury increased its power. Though Renton was slightly taken aback, he did react fast enough to narrowly dodge the beam, which continued to a further distance and hit another. A explosion could be seen.

"My car!"

Spectra brought his attention back to Ben "Now," he said as he raised his blade "Where were we?"

"Wanna re-match huh?" Ben asked as he activated the Ultimatrix "I know who'd be happy to oblige." He slammed the dial, was bathed in green light, and Ben was replaced by…

"**ECHO ECHO!" **the Sonorosian declared.

"Am I supposed to be impressed?" Spectra said with a bored expression.

"You. Didn't. Let. Me. Finish," Echo Echo countered. He then activated the Ultimatrix again, causing the four spokes to pop out. A wave of green energy swept over Echo Echo, turning him blue and making him appearance was now more robotic than his previous form but now he has blue metallic skin, with 15 blue, removable speaker-like components attached to his body, an overall rounded design, and with longer arms and legs. There was also no sign of his power control pack, or the cassette-like tapes on Ultimate Echo Echo. His voice was now more robotic-sounding, similar to a speaker. His mouth didn't move when he spoke. Ultimate Echo Echo was also taller; about Ben's height, and had no feet; just legs.

"**ULTIMATE ECHO ECHO!"**announced the newly evolved alien.

"Now," Ultimate Echo Echo said in a robotic voice, as he took a fighting stance "I believe I owe you a butt-kicking."

"I may underestimated you last time Ben Tennyson," Spectra said as he pulled out a crimson-glowing energy blade "But I assure you, I won't make the same mistake twice." He took a fighting stance.

With that, the two lunged at each other.

Psyphon flew through the tunnel, trying to escape from Rafe. Once he exited the tunnel, he brings out his energy turrets from his arms and started blasting the tunnel apart, causing a waterfall of debris.

"Pest!" grin Psyphon then Rafe; now in his robotic-form emerged from the cloud of smoke, undamaged from the attacks, leaving Psyphon flabbergasted. Rafe landed on the ground safely.

"A Coluan…interesting." Grinned Psyphon as his eyes glowed bright red.

Ultimate Echo Echo and Spectra were caught in an aerial combat; Spectra fired a barrage of missiles from his arm-turrets towards the evolved Sonorosian, but he responded by unleashing a sonic blast from his hand, which intercepted the missiles and caused them to explode mid-air. Ultimate Echo Echo took advantage of the smoke cloud and used it as a cover to fly towards Spectra at a fast pace and deliver a strong punch in the teen mercenaries gut, knocking the air out of him.

Snarling, Spectra pulled out an energy blade and swiped it at his adversary, who blocked it with his arm. However, the blade left and long and not serious scratch on Ultimate Echo Echo's arm. Spectra proceeded to land another strike with his blade, but Ultimate Echo Echo became a blue which disappeared and reappeared behind Spectra. He grabbed the mercenary from behind, and using his supersonic speed, Ultimate Echo Echo flew downward at a fast pace, with Spectra in his grip. When they made impact with the ground, the floor cracked and crumbled, causing them both to fall into the tunnel.

Ben's team had their hands full too, and because it was 5 against 4, they were pretty much struggling.

Paige flies off the ground just before Guz somersaults in to throw a killer punch at Hunter, who flips away in the nick of time. However, the impact of fist on concrete sends a shock wave directly toward Fabia. She puts up a plasma force-field to defend herself against such a blow; as soon as she takes it down, though, Kazarina hits her with a blindside kick that sends her flying but Hunter catches her.

"I got her," he told her before flying off to confront.

Suddenly, a shadow loomed over Paige. She looked up to see Zeera in her giant-form, with her foot raised above the Human-Xanthuan. Paige was fast enough to fly away in time just as the alien giantess brought her foot down.

"Subterrus Restringira!" Kazarina chanted. She fired orange beams from her hands at the ground. Suddenly, multiple tentacles made of stone erupted from the ground and they lashed out at Hunter and Paige. Without thinking, Hunter pushes Fabia out of the way and allowed the tentacles to bind him instead. The Winathian teen strained in pain as the rock tentacles increased the firmness of their grip, causing Kazarina to grin wickedly.

"Hunter!" Paige cried. The human-xanthuan began to increased gravity on the giant Zeera. The stunned giantess could feel herself being brought down to her knees and the next thing see knew, her body was being pushed into the ground until only her head was visible. With Zeera dealt with, Paige flew over to aid Hunter.

"Leave him alone!"

Kazarina turns her head to see Paige flying towards her. The Human-Xanthuan delivers a strong punch, causing Kazarina to be flipped over before face planting into the ground, now unconscious.

With Kazarina dealt with, Paige brought her attention to the ensnared Hunter. She began focusing her powers on the rock-tentacles, and soon they shattered to pieces due to the amount of gravity she put into them. Hunter plummeted, but Paige quickly caught him and held him bridal style, causing Hunter to blush in embarrassment.

"I could've saved myself!" the Winathian groaned.

"Except for the part where you didn't," Paige smirked, causing Hunter to make a face; having his own remark used against him.

Komi dealt with Renton; she was firing blackbolts at the speedy alien, but due to his

"Too slow, Tamaranean!" Renton chuckled, pissing off Komi even more.

Started running in fast circles around Komi; attempting to decrease her oxygen. Komi was struggling to breath and when he looked like she was about to pass out, her eyes snapped wide open, and his body was surrounded by a violet aura and dark purple energy crackled like electricity. She brought her fist down to the ground and a dark purple and light purple force-field of energy appeared around the Tamaranean's body and expanded outwards throughout the battlefield. Renton, who was caught off guard found himself being slammed against.

"Now," Komi said, cracking her knuckles "Let's try this again."

Renton gulped as Komi grabbed him by the chest and lifted him off his feet. Pulling her free hand back, Komi gave the Citrakayah a nasty sucker punch and send him spinning back onto the ground. Renton was now laying on the ground unconscious, with swirly eyes and drooling mouth.

"You think you're the first of your people I've dealt with, Coluan?" Psyphon asked "I'm familiar with your fighting techniques, as well as the super advanced level technology you possess, not to mention exceptionally long lifespans."

"I fail to see your point," Rafe responded as he continued to evade Psyphon's attacks.

"With your enhanced intellect and technology, I can augment my own weaponry. You could say that I wish to, _"recruit"_ you into my business."

Rafe narrowed his eyes. He personally didn't like the idea of other species using Coluan technology for their own evil purposes "Sorry Psyphon, I'm off the market."

Psyphon chuckled "How green are you?" he asked, preparing to fire his eye laser but, due of his previous attack, the area become unstable and the whole structures fall on Psyphon while Rook escaped. Psyphon crawl out of the debris and Rafe stand before him.

"Not so green that I let the tunnel collapse on me. I believe that was my first wise-crack." Rafe smiled.

As for Ben…

"Grah!"Ultimate Echo Echo growled as he got pinned down by Spectra, who tried to cut him with his energy blade, but Ultimate Echo Echo tried to hold it back. He then noticed a light and coming toward them is the truck that rammed him before.

"No brakes..." Ultimate Echo Echo managed to kick Spectra off him and he became wide-eyed as he saw the truck. The truck rammed him and sped off into the tunnel but Spectra jumped off and brought his attention back to his opponent.

"It's time we finished this," Spectra declared as

"Couldn't agree more," Ultimate Echo Echo responded.Suddenly, four disks were ejected from Ultimate Echo Echo's body, and the flew at Spectra. The alien teen tried to blast them away but they kept moving around all over the place like a bunch of flies. The disks bypassed all the lasers and surrounded Spectra in four angles. They adjusted themselves so that the flat ends faced him. The disks were revealed to be sound amplifiers.

"What the…?" Spectra asked as he looked at the disk-like amplifiers.

Sound waves erupted out of the disks full force.

"Aaaaaaaah!"Spectra yelled in pain as the sound waves struck him. He brought his hands to his ears so as to block out the agonizing sounds. Not that it did much. Once he was certain it was enough, Ultimate Echo Echo stopped his attack. The disks ceased their sonic blasts and Spectra collapsed to the ground. The disks flew back to Ultimate Echo Echo. He touched the Ultimatrix symbol on his chest and reverted back to Echo Echo. He touched it again and turned back into Ben.

"Ben!" Rafe called out and Ben looks in the direction of the voice. Ben saw his teammates, who have apprehended the Savage Six, while Rafe was in front, pinning Psyphon down with his foot.

"I made a wise-crack." Rafe smiled, causing Ben to smirk. But it didn't last as he heard mischievous chuckling from a certain teen mercenary.

"Enjoy your victory for now Ben Tennyson, for it will be short-lived." Spectra said as he managed to get back on his feet. Ben and the others got into fighting stance in case he tried something. Spectra turned to his teammates "Kazarina!"

The sorceress in question smirked "Abeo Exorior!"

Kazarina and the rest of the Savage Six were suddenly covered by pinkish-orange light. The light was so bright; Ben and his team were forced to cover their eyes. As soon as their vision returned, the Savage Six were nowhere in sight.

"Gone," Rafe noted.

"Teleportation spell," Ben realized with a frown "Well played."

Back at the lair of the Savage Six

The six teen mercenaries knelt in front of their mistress, with ashamed looks.

"Forgive us Mistress Ravenger," Spectra said "We have failed you,"

The masked woman simply looked at her warriors with a calm expression.

"While I normally don't tolerate failures…I can't blame you," Ravenger said, surprising the Savage Six."It's seems Ben Tennyson is more powerful than I anticipated. He truly will become the greatest soldier of our army. This I swear."

Back at the crater, the Plumbers took Liam, Fistina, Bubble Helmet and Psyphon to the ship.

"I'm telling you! I don't know who those children were!" Psyphon argued.

"Yeah, tell it to the Arbiter. Transport topside." said the Piscciss Volann Magister.

"Rafe told me what happened Ben, you okay?" Max asked his grandson.

"To be honest, I'm don't know," Ben answered. "It's something that Spectra said I can't get over. What did he mean by '_Special plans for me'_?"

The others looked at each other. Something must've happened during the fight between Ben and Spectra that they were unaware of. Perhaps if they had known they'd help Ben if they could. So until they could figure out what was bothering Ben, this was the best they could do…

"How about we go eat at Burgers Shack?" Komi offered "That might make you feel better."

"I'm not hungry," Ben answered.

"Well if you change your mind later," Max said "I've got some Centurian Gulash left at the base."

Ben reconsidered "Burger Shack it is then!" he said quickly as he ran away. Smiling, Ben's team followed after him, leaving behind a chuckling Max.

"Works every time,"

**Another chapter done. My next one will be an original by me, so it won't be based on a Ben 10: Omniverse episode.**

**I also have some story requests for some of you who might be interested.**

_**Naruto Shippuden and Bleach Series: Lady Tsunade assigns the Konoha 11; Naruto, Sakura Hinata, Neji, Tenten, Rock Lee, Kiba, Shikamaru, Ino, Choji and Shino to act as a Strike Force team for Soul Society, who apparently are in war against the arrancars, lead by former 5**__**th**__** Squad Captain Sosuke Aizen.**_

_**Negima and Bleach Series: 10-year old prodigy professor, Negi Springfield, accepts a teacher exchange programme, and is assigned to teach at Karakura Town, where he meets Ichigo Kurosaki and his friends. He discovers Ichigo's powers when he is fighting Espadas Yammy and Ulquiorra. Negi protects his Karakura Town students, by using his wizardry powers to fend off Yammy. Now Negi must help Ichigo& the Gang, and Soul Society win a war against the arrancars; lead by former 5**__**th**__** squad captain SosukeAizen. (Not that I'm exactly expecting a pairing, but I'd like to see how Negi would interact with Tier Harribel, her Fraccion and Nelliel. But how about a NegiXLisa pairing).**_

_**Zatch Bell and Bleach: Kiyo and his mother go to Karakura Town to visit his cousin Ichigo Kurosaki, and invites Zatch, Megumi, Tia, Parco, Kanchome, Suzy, Li-en and Wonrei to come with. Not really expecting a pairing but I wanna see how Zatch and Kiyo would interact with characters like Nel/Nelliel, Tier Harribel and her Fraccion. I also wanna see and the Majestic Twelve makes their appearance in the story.**_

_**Zatch Bell and Queen's Blade: I'm thinking of maybe a KiyoXAzari pairing and ZatchXCerate pairing.**_

_**Once my November exams are over, I'll be able to update more often. So until we meet again, PEACE!**_


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